The information in this pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities in any state where the offer or sale of securities is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 4, 2009

Filed pursuant to Rule 424(b)(2)

Registration Nos. 333-157386 and 333-157386-01

Pricing Supplement No. 2009-MTNDD463 Dated          , 2009
(To Prospectus Supplement Dated February 18, 2009 and Prospectus Dated February 18, 2009)
Medium-Term Notes, Series D

Citigroup Funding Inc.

Index LeAding StockmarkEt Return Securities (Index LASERS^sm)

Based Upon the Dow Jones Industrial Average^sm

Due          , 2013

$10.00 per Index LASERS^sm

Any Payments Due from Citigroup Funding Inc.

Fully and Unconditionally Guaranteed by Citigroup Inc.

•  The Index LASERS^sm will mature on          , 2013.  We will not make any payments on the Index LASERS^sm prior to maturity.

•  The Index LASERS^sm are based upon the Dow Jones Industrial Average^sm.

•  You will receive at maturity for each Index LASERS^sm you hold a maturity payment based on the percentage change in the closing value of the Dow Jones Industrial Average^sm from the date on which the Index LASERS^sm are priced for initial sale to the public (which we refer to as the pricing date) to the third index business day before maturity (which we refer to as the valuation date) and the value of the Dow Jones Industrial Average^sm at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day). The maturity payment may be greater than, equal to, or less than your initial investment in the Index LASERS^sm.

•  If the value of the Dow Jones Industrial Average^sm is greater than 60% of its value on the pricing date (which we refer to as the starting value) at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an amount equal to the product of (i) $10 and (ii) the greater of (x) the percentage change in the closing value of the Dow Jones Industrial Average^sm from the pricing date to the valuation date (which we refer to as the index percentage change) and (y) 10% to 14% (3.33% to 4.67% per annum on a simple interest basis) (to be determined on the pricing date) of the principal amount of the Index LASERS^sm.

•  If the value of the Dow Jones Industrial Average^sm is less than or equal to 60% of its starting value at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an amount equal to the product of (i) $10 and (ii) the index percentage change (which could be negative).

•  The Index LASERS^sm are not principal-protected. At maturity you could receive an amount less than your initial investment in the Index LASERS^sm.

•  The Index LASERS^sm will not be listed on any securities exchange.

Investing in the Index LASERS^sm involves a number of risks. See “Risk Factors Relating to the Index LASERS^SM” beginning on page PS-7.

“Dow Jones Industrial Average^sm” is a service mark of Dow Jones & Company, Inc. and has been licensed for use for certain purposes by Citigroup Funding Inc. The Index LASERS^sm have not been passed on by Dow Jones & Company, Inc. The Index LASERS^sm are not sponsored, endorsed, sold or promoted by Dow Jones & Company, Inc. and Dow Jones & Company, Inc. does not make any warranties or bear any liability with respect to the Index LASERS^sm. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Index LASERS^sm or determined that this pricing supplement and accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Index LASERS^sm are not deposits or savings accounts but are unsecured debt obligations of Citigroup Funding Inc. The Index LASERS^sm are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.

	Per Index LASERSsm		Total
Public Offering Price	$	10.000	$
Underwriting Discount (including the Sales Commission described below)	$	0.200	$
Proceeds to Citigroup Funding Inc.	$	9.800	$

Citigroup Global Markets Inc., an affiliate of Citigroup Funding and the underwriter of the sale of the Index LASERS^sm, will receive an underwriting fee of $0.200 for each $10.000 Index LASERS^sm sold in this offering. Certain dealers, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd., and Citigroup Global Markets Asia Limited, broker-dealers affiliated with Citigroup Global Markets, will receive from Citigroup Global Markets not more than $0.200 from this underwriting fee for each Index LASERS^sm they sell. Citigroup Global Markets will pay the Financial Advisors employed by Citigroup Global Markets a fixed sales commission of $0.200 for each Index LASERS^sm they sell. Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the Index LASERS^sm declines. You should refer to “Risk Factors Relating to the Index LASERS^sm” and “Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.

Citigroup Global Markets Inc. expects to deliver the Index LASERS^sm to purchasers on or about          , 2009.

Investment Products Not FDIC insured May Lose Value No Bank Guarantee

SUMMARY INFORMATION — Q&A

What Are the Index LASERS^sm?

The Index LeAding StockmarkEt Return Securities Based Upon the Dow Jones Industrial Average^sm, or Index LASERS^sm, are equity index-linked investments that offer a potential return at maturity based on upside participation in an increase in the closing value of the Dow Jones Industrial Average^sm during the term of the Index LASERS^sm and limited protection from loss in certain circumstances. The Index LASERS^sm are not principal protected and do not pay periodic interest. The return on the Index LASERS^sm, if any, is based upon the Dow Jones Industrial Average^sm (which we also refer to as the underlying index).

At maturity, you will receive for each Index LASERS^sm you hold a maturity payment, which may be greater than, equal to, or less than your initial investment in the Index LASERS^sm, based on the percentage change in the closing value of the underlying index from the pricing date to the valuation date (which we refer to as the index percentage change) and the value of the underlying index at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day). If the value of the underlying index is greater than 60% of its starting value at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an amount equal to the product of (i) $10 and (ii) the greater of (x) the index percentage change and (y) 10% to 14% (3.33% to 4.67% per annum on a simple interest basis) (to be determined on the pricing date). In this case, the maturity payment will be at least $11.00 to $11.40 (to be determined on the pricing date) per Index LASERS^sm. If the value of the underlying index is less than or equal to 60% of its starting value at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an amount equal to the product of (i) $10 and (ii) the index percentage change (which could be negative).

The Index LASERS^sm will mature on          , 2013. The Index LASERS^sm are a series of unsecured senior debt securities issued by Citigroup Funding Inc., the payments on which are fully and unconditionally guaranteed by Citigroup Inc. The Index LASERS^sm will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and as a result of the guarantee any payments due under the Index LASERS^sm will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The return of the principal amount of your investment at maturity is not guaranteed. All payments on the Index LASERS^sm are subject to the credit risk of Citigroup Inc.

Each Index LASERS^sm represents a principal amount of $10. You may transfer the Index LASERS^sm only in units of $10 and integral multiples of $10. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the Index LASERS^sm in the form of a global certificate, which will be held by The Depository Trust Company or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the Index LASERS^sm by individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the securities through the accounts those systems maintain with DTC. You should refer to the section “Description of the Index LASERS^sm — Book-Entry System” in the accompanying prospectus supplement and the section “Description of Debt Securities — Book-Entry Procedures and Settlement” in the accompanying prospectus.

Will I Receive Interest or Dividend Payments on the Index LASERS^sm?

No. We will not make any periodic payments of interest or any other periodic payments on the Index LASERS^sm. In addition, you will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the Dow Jones Industrial Average^sm.

PS-2

What Will I Receive at Maturity of the Index LASERS^sm?

At maturity, you will receive for each Index LASERS^sm an amount in cash equal to $10 plus an index return amount, which may be positive, zero or negative. Because the index return amount may be negative, the maturity payment could be less than the $10 principal amount per Index LASERS^sm and could be zero.

How Will the Index Return Amount Be Calculated?

The calculation of the index return amount depends on the value of the Dow Jones Industrial Average^sm at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day) and on whether the index percentage change is positive, zero or negative:

•  If the value of the Dow Jones Industrial Average^sm is greater than 60% of its starting value at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), the index return amount will equal:

$10 × (the greater of (x) index percentage change and (y) fixed percentage)

The fixed percentage will equal 10% to 14% (3.33% to 4.67% per annum on a simple interest basis)(to be determined on the pricing date).

•  If the value of the Dow Jones Industrial Average^sm is less than or equal to 60% of its starting value at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), the index return amount will be equal:

$10 × (index percentage change)

For more specific information about the index return amount, the index percentage change, the determination of an index business day and the effect of a market disruption event on the determination of the index return amount and the index percentage change, please see “Description of the Index LASERS^sm — Index Return Amount” in this pricing supplement.

How Will the Index Percentage Change Be Calculated?

The index percentage change will equal the following fraction:

Ending Value− Starting Value

Starting Value

The starting value will equal the closing value of the Dow Jones Industrial Average^sm on the pricing date.

The ending value will equal the closing value of the Dow Jones Industrial Average^sm on the valuation date.

Is There a Possibility of Loss of Principal?

Yes. If the ending value of the Dow Jones Industrial Average^sm is less than its starting value and the value of the Dow Jones Industrial Average^sm at any time from the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day) is less than or equal to      (approximately 60% of the starting value of the Dow Jones Industrial Average^sm), at maturity you will receive less than the original principal amount of the Index LASERS^sm. This will be true even if the value of the index exceeded its starting value at one or more times over the term of the Index LASERS^sm. Even if the ending value of Dow Jones Industrial Average^sm is greater than its starting value, the total yield on the Index LASERS^sm may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding Inc. of comparable maturity. You should refer to “Risk Factors — The Yield on the Index LASERS^sm May Be Lower Than the Yield on a Standard Debt Security of Comparable Maturity” in this pricing supplement.

PS-3

Where Can I Find Examples of Hypothetical Maturity Payments?

For a table setting forth hypothetical maturity payments, see “Description of the Index LASERS^sm — Maturity Payment — Hypothetical Examples” in this pricing supplement.

Who Publishes the Dow Jones Industrial Average^sm and What Does It Measure?

Unless otherwise stated, all information on the Dow Jones Industrial Average^sm provided in this pricing supplement is derived from Dow Jones Company, Inc., which we refer to as Dow Jones, or other publicly available sources.

The Dow Jones Industrial Average^sm is published by Dow Jones & Company, Inc. The Dow Jones Industrial Average^sm is a price-weighted index, which means an underlying stock’s weight in the Dow Jones Industrial Average^sm is based on its price per share rather than the total market capitalization of the issuer. The Dow Jones Industrial Average^sm is designed to provide an indication of the composite performance of 30 common stocks of corporations representing a broad cross-section of U.S. industry. The underlying stocks of the Dow Jones Industrial Average^sm are selected by the editors of The Wall Street Journal. The corporations represented in the Dow Jones Industrial Average^sm tend to be market leaders in their respective industries and their stocks are typically widely held by individuals and institutional investors. Changes in the composition of the Dow Jones Industrial Average^sm are made entirely by the editors of The Wall Street Journal without consultation with the corporations represented in the Dow Jones Industrial Average^sm, any stock exchange, any official agency or Citigroup Funding Inc. Although changes to the common stocks included in the Dow Jones Industrial Average^sm tend to be made infrequently, the underlying stocks of the Dow Jones Industrial Average^sm may be changed at any time for any reason. The corporations currently represented in the Dow Jones Industrial Average^sm are incorporated in the United States and its territories and their stocks are listed on the New York Stock Exchange.

The value of the Dow Jones Industrial Average^sm is the sum of the primary exchange prices of each of the 30 common stocks included in the Dow Jones Industrial Average^sm divided by a divisor that is designed to provide a meaningful continuity in the value of the Dow Jones Industrial Average^sm. Because the Dow Jones Industrial Average^sm is price-weighted, stock splits or changes in the underlying stocks could result in distortions in the Dow Jones Industrial Average^sm value. In order to prevent such distortions related to extrinsic factors, the divisor may be changed in accordance with a mathematical formula that reflects adjusted proportions within the Dow Jones Industrial Average^sm. The current divisor of the Dow Jones Industrial Average^sm is published daily in The Wall Street Journal and other publications. In addition, other statistics based on the Dow Jones Industrial Average^sm may be found in a variety of publicly available sources.

Please note that an investment in the Index LASERS^sm does not entitle you to any dividends, voting rights or any other ownership or other interest in respect of the stocks included in the Dow Jones Industrial Average^sm.

How Has the Dow Jones Industrial Average^sm Performed Historically?

We have provided a table showing the high and low intra-day values of the Dow Jones Industrial Average^sm for each quarter in the period from January 2004 to December 2009 as well as a graph showing the daily closing values of the Dow Jones Industrial Average^sm from January 2, 2004 to December 3, 2009. You can find the table and the graph in the section “Description of the Dow Jones Industrial Average^sm — Historical Data on Dow Jones Industrial Average^sm” in this pricing supplement. We have provided this historical information to help you evaluate the behavior of the Dow Jones Industrial Average^sm in recent years. However, past performance is not indicative of how the Dow Jones Industrial Average^sm will perform in the future. You should also refer to the section “Risk Factors — The Historical Performance of the Underlying Index Is Not an Indication of the Future Performance of the Underlying Index” in this pricing supplement.

PS-4

What Are the U.S. Federal Income Tax Consequences of Investing in the Index LASERS^sm?

For U.S. federal income tax purposes, you and Citigroup Funding agree to treat a Index LASERS^sm as a cash-settled prepaid forward contract, subject to a floor, on the value of the Dow Jones Industrial Average^sm on the valuation date, pursuant to which forward contract, at maturity you will receive the cash value of the Dow Jones Industrial Average^sm subject to certain adjustments. In addition, you and Citigroup Funding agree to treat the amounts invested by you as a cash deposit that will be used to satisfy your obligation under the Index LASERS^sm. The summary below assumes such treatment, except where otherwise stated.

Under this treatment, at maturity or upon the sale or other taxable disposition of an Index LASERS^sm, you will generally have capital gain or loss equal to the difference between the cash you receive and your adjusted tax basis in the Index LASERS^sm. Such gain or loss generally will be long-term capital gain or loss if you have held the Index LASERS^sm for more than one year at the time of disposition.

Due to the absence of authority as to the proper characterization of the Index LASERS^sm, no assurance can be given that the Internal Revenue Service will accept, or that a court will uphold, the agreed-to characterization and tax treatment described above, and alternative treatments of the Index LASERS^sm could result in less favorable U.S. federal income tax consequences to you. In addition, the IRS and U.S. Treasury Department have requested public comments on a comprehensive set of tax policy issues (including timing and character) related to financial instruments similar to Index LASERS^sm. Finally, legislation has been introduced for consideration in the United States Congress that, if enacted into law, would require current accrual of interest income on prepaid derivative contracts with a term of more than one year (which would include financial instruments similar to the Index LASERS^sm) acquired after the date of the legislation’s enactment. You should refer to the section “Certain United States Federal Income Tax Considerations” in this pricing supplement for more information.

Any capital gain realized upon maturity, sale or other disposition of the Index LASERS^sm by a holder that is not a U.S. person will generally not be subject to U.S. federal income tax if (i) such gain is not effectively connected with a U.S. trade or business of such holder and (ii) in the case of an individual, such individual is not present in the United States for 183 days or more in the taxable year of the sale or other disposition or the gain is not attributable to a fixed place of business maintained by such individual in the United States.

Will the Index LASERS^sm Be Listed on a Securities Exchange?

No. The Index LASERS^sm will not be listed on any securities exchange.

Can You Tell Me More About Citigroup Inc. and Citigroup Funding Inc.?

Citigroup Inc. is a diversified global financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup Funding Inc. is a wholly-owned subsidiary of Citigroup Inc. whose business activities consist primarily of providing funds to Citigroup Inc. and its subsidiaries for general corporate purposes.

What Is the Role of Citigroup Funding Inc. and Citigroup Inc.’s Affiliate, Citigroup Global Markets Inc.?

Our affiliate, Citigroup Global Markets, is the agent for the offering and sale of the Index LASERS^sm and is expected to receive compensation for activities and services provided in connection with the offering. After the initial offering, Citigroup Global Markets and/or other of our broker-dealer affiliates intend to buy and sell the Index LASERS^sm to create a secondary market for holders of the Index LASERS^sm, and may engage in other activities described in the sections “Plan of Distribution; Conflict of Interest” in this pricing supplement, and “Plan of Distribution” in the accompanying prospectus supplement and prospectus. However, neither Citigroup Global Markets nor any of these affiliates will be obligated to engage in any market-making activities, or continue such activities once it has started them. Citigroup Global Markets will also act as calculation agent for the Index LASERS^sm. Potential conflicts of interest may exist between Citigroup Global Markets and you as a holder of the Index LASERS^sm. You should refer to “Risk Factors Relating to the Index

PS-5

LASERS^sm — Citigroup Global Markets Inc., an affiliate of Citigroup Funding Inc. and Citigroup Inc., Is the Calculation Agent, Which Could Result in a Conflict of Interest” in this pricing supplement.

Can You Tell Me More About the Effect of Citigroup Funding Inc.’s Hedging Activity?

We expect to hedge our obligations under the Index LASERS^sm through one or more of our affiliates. This hedging activity will likely involve trading in one or more of the stocks included in the underlying index or in other instruments, such as options, swaps or futures, based upon the underlying index or the stocks included in the underlying index. This hedging activity, on, or prior to, the pricing date could increase the value of the Dow Jones Industrial Average^sm and potentially increase the starting value and, therefore, the value at which the index must remain above at all times over the term of the Index LASERS^sm and on the valuation date before you can receive a payment at maturity greater than your initial investment in the Index LASERS^sm. This hedging activity also could affect the value of the underlying index during the term of the Index LASERS^sm and, therefore, the market value of the Index LASERS^sm. The costs of maintaining or adjusting this hedging activity could also affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your Index LASERS^sm in the secondary market. Moreover, this hedging activity may result in us or our affiliates receiving a profit, even if the market value of the Index LASERS^sm declines. You should refer to “Risk Factors Relating to the Index LASERS^sm — The Price at Which You Will Be Able to Sell Your Index LASERS^sm Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest” in this pricing supplement, “Risk Factors — Citigroup Funding Inc.’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying prospectus supplement and “Use of Proceeds and Hedging” in the accompanying prospectus.

Does ERISA Impose Any Limitations on Purchases of the Index LASERS^sm?

Employee benefit plans and other entities the assets of which are subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or substantially similar federal, state or local laws, including individual retirement accounts, (which we call “Plans”) will be permitted to purchase and hold the Index LASERS^sm, provided that each such Plan shall by its purchase be deemed to represent and warrant either that (A) (i) none of Citigroup Global Markets, its affiliates or any employee thereof is a Plan fiduciary that has or exercises any discretionary authority or control with respect to the Plan’s assets used to purchase the Index LASERS^sm or renders investment advice with respect to those assets and (ii) the Plan is paying no more than adequate consideration for the Index LASERS^sm or (B) its acquisition and holding of the Index LASERS^sm is not prohibited by any such provisions or laws or is exempt from any such prohibition. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Index LASERS^sm if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of Index LASERS^sm by the account, plan or annuity. Please refer to the section “ERISA Matters” in this pricing supplement for further information.

Are There Any Risks Associated with My Investment?

Yes, the Index LASERS^sm are subject to a number of risks. Please refer to the section “Risk Factors Relating to the Index LASERS^sm” in this pricing supplement.

PS-6

RISK FACTORS RELATING TO THE INDEX LASERS^sm

Because the terms of the Index LASERS^sm differ from those of conventional debt securities in that the maturity payment will be based on the value of the Dow Jones Industrial Average^sm at all times after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any index business day) and on the percentage change in the closing value of the Dow Jones Industrial Average^sm from the Pricing Date to the Valuation Date, an investment in the Index LASERS^sm entails significant risks not associated with similar investments in conventional debt securities, including, among other things, fluctuations in the value of the Dow Jones Industrial Average^sm and other events that are difficult to predict and beyond our control.

The Index LASERS^sm Are Not Principal-Protected.

If the value of the Dow Jones Industrial Average^sm at any time after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any index business day) is less than or equal to 60% of the starting value and the closing value of the Dow Jones Industrial Average^sm on the Valuation Date is less than its closing value on the Pricing Date, the amount you receive for each Index LASERS^sm will be less than the $10 you paid for each Index LASERS^sm and could be zero. This will be true even if the closing value of the Dow Jones Industrial Average^sm exceeds its starting value at one or more times during the term of the Index LASERS^sm.

You Will Not Receive Any Periodic Payments on the Index LASERS^sm

You will not receive any periodic payments of interest or any other periodic payments on the Index LASERS^sm. In addition, you will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the Dow Jones Industrial Average^sm.

The Yield on the Index LASERS^sm May Be Lower Than the Yield on a Standard Debt Security of Comparable Maturity

The Index LASERS^sm do not pay any interest. As a result, if the value of the Dow Jones Industrial Average^sm is less than or equal to 60% of its starting value at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business days) and if the ending value of the Dow Jones Industrial Average^sm is less than      (an increase of approximately     % from the starting value of Dow Jones Industrial Average^sm), the yield on the Index LASERS^sm may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding Inc. of comparable maturity.

The Index LASERS^sm are Subject to the Credit Risk of Citigroup Inc., the Guarantor of Any Payments Due on the Index LASERS^sm, and Any Actual or Anticipated Changes to its Credit Ratings and Credit Spreads May Adversely Affect the Market Value of the Index LASERS^sm

Investors are dependent on Citigroup Inc.’s ability to pay all amounts due on the Index LASERS^sm at maturity and therefore investors are subject to the credit risk of Citigroup Inc. and to changes in the market’s view of Citigroup Inc.’s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the market value of the Index LASERS^sm.

The Price at Which You Will Be Able to Sell Your Index LASERS^sm Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest

We believe that the value of your Index LASERS^sm in the secondary market will be affected by the supply of, and demand for, the Index LASERS^sm, the value of the Dow Jones Industrial Average^sm and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what

PS-7

we expect to be the impact on the market value of the Index LASERS^sm of a change in a specific factor, assuming all other conditions remain constant.

Value of the Underlying Index.  We expect that the market value of the Index LASERS^sm will depend substantially on the amount, if any, by which the value of the underlying index changes from its starting value. However, changes in the value of the underlying index may not always be reflected in full or in part, in the market value of the Index LASERS^sm. If you choose to sell your Index LASERS^sm when the value of the underlying index exceeds its starting value, you may receive substantially less than the amount that would be payable at maturity because of expectations that the value of the underlying index will continue to fluctuate from that time to the Valuation Date. If you choose to sell your Index LASERS^sm when the value of the underlying index is below its starting value, you will likely receive less than the amount you originally invested.

Trading prices of the stocks included in the underlying index will be influenced by both the complex and interrelated political, economic, financial and other factors that can affect the capital markets generally and the equity trading markets on which such stocks are traded, and by various circumstances that can influence the values of such stocks in a specific market segment of a particular stock. Citigroup Funding’s hedging activities in the stocks included in the underlying index, the issuance of securities similar to the Index LASERS^sm and other trading activities by Citigroup Funding, its affiliates and other market participants can also affect the price of the stocks included in the underlying index.

Volatility of the Underlying Index.  Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of the value of the underlying index changes during the term of the Index LASERS^sm, the market value of the Index LASERS^sm may decrease.

Events Involving the Companies Included in the Underlying Index.  General economic conditions and earnings results of the companies whose stocks are included in the underlying index and real or anticipated changes in those conditions or results may affect the market value of the Index LASERS^sm. In addition, if the dividend yields on those stocks increase, we expect that the market value of the Index LASERS^sm may decrease because the underlying index does not incorporate the value of dividend payments. Conversely, if dividend yields on the stocks decrease, we expect that the market value of the Index LASERS^sm may increase.

Interest Rates.  We expect that the market value of the Index LASERS^sm will be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, the market value of the Index LASERS^sm may decrease, and if U.S. interest rates decrease, the market value of the Index LASERS^sm may increase.

Time Premium or Discount.  As a result of a “time premium” or “discount,” the Index LASERS^sm may trade at a value above or below that which would be expected based on the level of interest rates and the value of the underlying index the longer the time remaining to maturity. A “time premium” or “discount” results from expectations concerning the value of the underlying index during the period prior to the maturity of the Index LASERS^sm. However, as the time remaining to maturity decreases, this “time premium” or “discount” may diminish, increasing or decreasing the market value of the Index LASERS^sm.

Hedging Activities.  Hedging activities related to the Index LASERS^sm by one or more of our affiliates will likely involve trading in one or more of the stocks included in the underlying index or in other instruments, such as options, swaps or futures, based upon the underlying index or the stocks included in the underlying index, or by taking positions in any other available securities or instruments that we may wish to use in connection with such hedging. This hedging activity, on, or prior to, the pricing date could increase the value of the underlying index and potentially increase the starting value and, therefore, the value at which the index must remain above at all times over the term of the Index LASERS^sm and on the valuation date before you can receive a payment at maturity greater than your initial investment in the Index LASERS^sm. This hedging activity during the term of the Index LASERS^sm could also affect the value of the underlying index and therefore the market value of the Index LASERS^sm. It is possible that our affiliates or we may profit from our hedging activity, even if the market value of the Index LASERS^sm declines. Profits or loss from this hedging activity could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your Index LASERS^sm in the secondary market.

PS-8

Fees and Projected Hedging Profits.  The price, if any, at which Citigroup Global Markets is willing to purchase Index LASERS^sm in secondary market transactions will likely be lower than the public offering price since the public offering price of the Index LASERS^sm will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the Index LASERS^sm, as well as the cost of hedging our obligations under the Index LASERS^sm. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets, as a result of dealer discounts, mark-ups or other transaction costs.

Credit Ratings, Financial Condition and Results of Citigroup Funding Inc. and Citigroup Inc.  Actual or anticipated changes in the financial condition or results of Citigroup Funding or the credit ratings, financial condition, or results of Citigroup Inc. may affect the market value of the Index LASERS^sm. The Index LASERS^sm are subject to the credit risk of Citigroup Inc., the guarantor of any payments due on the Index LASERS^sm.

We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the market value of the Index LASERS^sm attributable to another factor.

The Historical Performance of the Underlying Index Is Not an Indication of the Future Performance of the Underlying Index

The historical performance of the underlying index, which is included in this pricing supplement, should not be taken as an indication of the future performance of the underlying index during the term of the Index LASERS^sm. Changes in the value of the underlying index will affect the trading price of the Index LASERS^sm, but it is impossible to predict whether the value of the underlying index will fall or rise.

Your Return on the Index LASERS^sm Will Not Reflect the Return You Would Realize if You Actually Owned the Stocks Included in the Dow Jones Industrial Average^sm

Your return on the Index LASERS^sm will not reflect the return you would realize if you actually owned the stocks included in the Dow Jones Industrial Average^sm because Dow Jones calculates the Dow Jones Industrial Average^sm by reference to the prices of the stocks comprising the Dow Jones Industrial Average^sm without taking into consideration the value of any dividends paid on those stocks. As a result, the return on the Index LASERS^sm may be less than the return you would realize if you actually owned the stocks included in the Dow Jones Industrial Average^sm even if the ending value of the Dow Jones Industrial Average^sm is greater than its starting value.

You May Not Be Able To Sell Your Index LASERS^sm If an Active Trading Market for the Index LASERS^sm Does Not Develop

The Index LASERS^sm will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Index LASERS^sm. Citigroup Global Markets Inc. currently intends, but is not obligated, to make a market in the Index LASERS^sm. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Index LASERS^sm. If the secondary market for the Index LASERS^sm is limited, there may be few buyers should you choose to sell your Index LASERS^sm prior to maturity and this may reduce the price you receive. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the Index LASERS^sm, the price at which you may be able to trade your Index LASERS^sm is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If at any time Citigroup Global Markets were not to make a market in the Index LASERS^sm, it is likely that there would be no secondary market for the Index LASERS^sm. Accordingly, you should be willing to hold your Index LASERS^sm to maturity.

PS-9

The Market Value of the Index LASERS^sm May Be Affected by Purchases and Sales of the Stocks Included in the Dow Jones Industrial Average^sm or Derivative Instruments Related to the Index by Affiliates of Citigroup Funding Inc.

Citigroup Funding Inc.’s affiliates, including Citigroup Global Markets Inc., may from time to time buy or sell the underlying stocks of the Dow Jones Industrial Average^sm or derivative instruments relating to the index for their own accounts in connection with their normal business practices. These transactions could affect the value of the stocks included in the Dow Jones Industrial Average^sm and thus, the value of the Dow Jones Industrial Average^sm and the market value of the Index LASERS^sm.

Citigroup Global Markets Inc., an Affiliate of Citigroup Funding Inc. and Citigroup Inc., Is the Calculation Agent, Which Could Result in a Conflict of Interest

Citigroup Global Markets Inc., which is acting as the calculation agent for the Index LASERS^sm, is an affiliate of ours. As a result, Citigroup Global Markets Inc.’s duties as calculation agent, including with respect to certain determinations and judgments that the calculation agent must make in determining amounts due to you, may conflict with its interest as an affiliate of ours. As calculation agent, Citigroup Global Markets will determine the starting value, the ending value and the index percentage change, as applicable, and will calculate the amount of cash, if any, you will receive at maturity. Additionally, determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the calculation of any value of the underlying index in the event of the unavailability, modification or discontinuance of the underlying index, may adversely affect the payment to you at maturity.

Citigroup Funding Inc.’s Hedging Activity Could Result in a Conflict of Interest

We expect to hedge our obligations under the Index LASERS^sm through one or more of our affiliates. This hedging activity will likely involve trading in one or more of the stocks included in the Dow Jones Industrial Average^sm or in other instruments, such as options, swaps or futures, based upon the Dow Jones Industrial Average^sm or the stocks included in the Dow Jones Industrial Average^sm. This hedging activity may present a conflict between your interest in the Index LASERS^sm and the interests we and our affiliates have in executing, maintaining and adjusting our hedge transactions because it could affect the value of the Dow Jones Industrial Average^sm and therefore the market value of the Index LASERS^sm. It could also be adverse to your interest if it affects the price at which our affiliate Citigroup Global Markets Inc. may be willing to purchase your Index LASERS^sm in the secondary market. Since hedging our obligation under the Index LASERS^sm involves risk and may be influenced by a number of factors, it is possible that we or our affiliates may profit from our hedging activity, even if the market value of the Index LASERS^sm declines.

You Will Have No Rights Against the Publisher of the Underlying Index or Any Issuer of Any Stock Included in the Underlying Index

You will have no rights against the publisher of the underlying index, or any issuer of any stock included in the underlying index, even though the amount you receive at maturity, if any, will depend on the weighted values of the underlying index, and such values are based on the prices of the stocks included in the underlying index. By investing in the Index LASERS^sm you will not acquire any shares of stocks included in the underlying index and you will not receive any dividends or other distributions, if any, with respect to stocks included in the underlying index. Moreover, you will not have voting, or any other rights with respect to the stocks that underlie the underlying index. The index publisher and the issuers of the stocks included in the underlying index are not in any way involved in this offering and have no obligations relating to the Index LASERS^sm or to the holders of the Index LASERS^sm.

The United States Federal Income Tax Consequences of the Index LASERS^sm Are Uncertain

No statutory, judicial or administrative authority directly addresses the characterization of the Index LASERS^sm or instruments similar to the Index LASERS^sm for U.S. federal income tax purposes. As a result,

PS-10

significant aspects of the U.S. federal income tax consequences of an investment in the Index LASERS^sm are not certain. No ruling is being requested from the Internal Revenue Service with respect to the Index LASERS^sm and no assurance can be given that the Internal Revenue Service will agree with the conclusions expressed under “Certain United States Federal Income Tax Considerations” in this pricing supplement. Alternative characterization of the Index LASERS^sm may affect the U.S. tax consequences of investing in the Index LASERS^sm, including for non-U.S. investors.

PS-11

DESCRIPTION OF THE INDEX LASERS^sm

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus before making your decision to invest in the Index LASERS^sm. The description in this pricing supplement of the particular terms of the Index LASERS^sm supplements, and to the extent inconsistent therewith replaces, the descriptions of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for February 18, 2009 on the SEC Web site):

•  Prospectus Supplement filed on February 18, 2009:
http://www.sec.gov/Archives/edgar/data/831001/000095012309003022/y 74453b2e424b2.htm

•  Prospectus filed on February 18, 2009:
http://www.sec.gov/Archives/edgar/data/831001/000095012309003016/y 74453sv3asr.htm

General

The payment you receive at maturity on the Index LASERS^sm will depend on the value of the Dow Jones Industrial Average^sm at all times after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day) and the change in the closing value of the Dow Jones Industrial Average^sm from the Pricing Date to the Valuation Date.

If the value of the Dow Jones Industrial Average^sm is greater than 60% of its Starting Value at all times after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an Index Return Amount equal to the product of (i) $10 and (ii) the greater of (x) the Index Percentage Change and (y) 10% to 14% (3.33% to 4.67% per annum on a simple interest basis)(to be determined on the Pricing Date) of the principal amount of the Index LASERS^sm. In this case, the maturity payment will be at least $11.00 to $11.40 (to be determined on the Pricing Date) per Index LASERS^sm.

If the value of the Dow Jones Industrial Average^sm is less than or equal to 60% of its Starting Value at any time after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day), at maturity you will receive for each Index LASERS^sm you then hold the $10 principal amount per Index LASERS^sm plus an Index Return Amount equal to the product of (i) $10 and (ii) the Index Percentage Change (which could be negative).

The Index LASERS^sm are a series of debt securities issued under the senior debt indenture described in the accompanying prospectus, the payments on which are fully and unconditionally guaranteed by Citigroup. The aggregate principal amount of Index LASERS^sm issued will be $ ( Index LASERS^sm). The Index LASERS^sm will mature on          , 2013, will constitute part of the senior debt of Citigroup Funding and will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding. The guarantee of payments due under the Index LASERS^sm will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The return of the principal amount of your investment in the Index LASERS^sm at maturity is not guaranteed. All payments on the Index LASERS^sm are subject to the credit risk of Citigroup Inc. The Index LASERS^sm will be issued only in fully registered form and in denominations of $10 per Index LASERS^sm and integral multiples thereof.

Reference is made to the accompanying prospectus for a detailed summary of additional provisions of the Index LASERS^sm and of the senior debt indenture under which the Index LASERS^sm will be issued.

Interest

We will not make any periodic payments of interest or any other payments on the Index LASERS^sm until maturity. You will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the Dow Jones Industrial Average^sm.

PS-12

Payment at Maturity

The Index LASERS^sm will mature on          , 2013. At maturity, you will receive for each Index LASERS^sm a maturity payment equal to the sum of the initial principal amount of $10 per Index LASERS^sm plus the Index Return Amount, which may be positive, zero or negative.

Calculation of the Index Return Amount depends on the value of the Dow Jones Industrial Average^sm at all times after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day) and on whether the Index Percentage Change is positive, zero or negative:

•  If the value of the Dow Jones Industrial Average^sm is greater than 60% of its Starting Value at all times from the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day), the Index Return Amount will equal:

$10 × (the greater of (x) Index Percentage Change and (y) Fixed Percentage)

The Index Percentage Change will equal the following fraction:

Ending Value − Starting Value

Starting Value

The Fixed Percentage will equal 10% to 14% (3.33% to 4.67% per annum on a simple interest basis)(to be determined on the Pricing Date)

•  If the value of the Dow Jones Industrial Average^sm is less than or equal to 60% of its Starting Value at any time after the Pricing Date up to and including the Valuation Date (whether intra-day or at the close of trading on any Index Business Day), the Index Return Amount will be equal:

$10 × (Index Percentage Change)

The “Starting Value” will be the closing value of the Dow Jones Industrial Average^sm on the date on which the Index LASERS^sm are priced for initial sale to the public.

The “Ending Value” will be the closing value of the Dow Jones Industrial Average^sm on the Valuation Date.

The “Pricing Date” will be the date on which the Index LASERS^sm are priced for final sale to the public.

The “Valuation Date” will be the third Index Business Day prior to maturity.

If no value of the Dow Jones Industrial Average^sm is available on any Index Business Day because of a Market Disruption Event or otherwise, the value of the Dow Jones Industrial Average^sm for that Index Business Day, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the value of the Dow Jones Industrial Average^sm obtained from as many dealers in equity securities (which may include Citigroup Global Markets Inc. or any of our other affiliates), but not exceeding three such dealers, as will make such value available to the Calculation Agent. The determination of the value of the Dow Jones Industrial Average^sm by the Calculation Agent in the event of a Market Disruption Event may be deferred by the Calculation Agent for up to five consecutive Index Business Days on which a Market Disruption Event is occurring, but not past the Index Business Day prior to maturity.

An “Index Business Day” means a day, as determined by the Calculation Agent, on which the Dow Jones Industrial Average^sm or any successor Index is calculated and published and on which securities comprising more than 80% of the value of the Dow Jones Industrial Average^sm on such day are capable of being traded on their relevant exchanges or markets during the one-half hour before the determination of the closing value of the Dow Jones Industrial Average^sm. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Index LASERS^sm, absent manifest error.

A “Market Disruption Event” means, as determined by the Calculation Agent in its sole discretion, the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in

PS-13

price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the applicable exchange or market, of accurate price, volume or related information in respect of (a) stocks which then comprise 20% or more of the value of the S&P 500^® Index or any successor Index, (b) any option or futures contracts, or any options on such futures contracts relating to the S&P 500^® Index or any successor Index, or (c) any options or futures contracts relating to stocks which then comprise 20% or more of the value of the S&P 500^® Index or any successor Index on any exchange or market if, in each case, in the determination of the Calculation Agent, any suspension, limitation or unavailability is material. For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the S&P 500^® Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the S&P 500^® Index will be based on a comparison of the portion of the value of the S&P 500^® Index attributable to that security relative to the overall value of the S&P 500^® Index, in each case immediately before that suspension or limitation.

What You Could Receive at Maturity — Hypothetical Examples

The examples below show hypothetical maturity payments on the Index LASERS^sm for a range of Ending Values of the Dow Jones Industrial Average^sm .The examples of hypothetical maturity payments set forth below are intended to illustrate the effect of different ending values of the Dow Jones Industrial Average^sm on the amount you will receive in respect of the Index LASERS^sm at maturity. All of the hypothetical examples are based on the following assumptions:

•  Issue Price:  $10 per Index LASERS^sm

•  Starting Value:  10,500

•  Fixed Percentage:  12%

•  Downside Threshold Value:  6,300 (60% of the Starting Value)

•  Maturity:  3 years

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The value of the actual amount you receive at maturity will depend on the actual Index Return Amount, which, in turn, will depend on the actual Starting Value, Ending Value, Fixed Percentage and the value of the Dow Jones Industrial Average^sm at all times after the Pricing Date up to and including the Valuation Date.

PS-14

TABLE OF HYPOTHETICAL PAYMENTS AT MATURITY

				No Value Below the					A Value At or Below the
Hypothetical				Hypothetical Downside Threshold Value					Hypothetical Downside Threshold Value
Ending Value of	Hypothetical						Hypothetical					Hypothetical
Dow Jones	Index Return			Hypothetical			Payment at		Hypothetical			Payment at
Industrial	Percentage(1)			Return on the			Maturity on the		Return on			Maturity on the
Averagesm	(%)			Index LASERSsm			Index LASERSsm		the Index LASERSsm			Index LASERSsm
0.00		−100.00	%		NA			NA		−100.00	%	$	0.00
2,625.00		−75.00	%		NA			NA		−75.00	%	$	2.50
5,250.00		−50.00	%		NA			NA		−50.00	%	$	5.00
5,775.00		−45.00	%		NA			NA		−45.00	%	$	5.50
6,300.00		−40.00	%		NA			NA		−40.00	%	$	6.00
6,825.00		−35.00	%		12.00	%	$	11.20		−35.00	%	$	6.50
7,350.00		−30.00	%		12.00	%	$	11.20		−30.00	%	$	7.00
7,875.00		−25.00	%		12.00	%	$	11.20		−25.00	%	$	7.50
8,400.00		−20.00	%		12.00	%	$	11.20		−20.00	%	$	8.00
8,925.00		−15.00	%		12.00	%	$	11.20		−15.00	%	$	8.50
9,450.00		−10.00	%		12.00	%	$	11.20		−10.00	%	$	9.00
9,975.00		−5.00	%		12.00	%	$	11.20		−5.00	%	$	9.50
10,500.00		0.00	%		12.00	%	$	11.20		0.00	%	$	10.00
11,025.00		5.00	%		12.00	%	$	11.20		5.00	%	$	10.50
11,550.00		10.00	%		12.00	%	$	11.20		10.00	%	$	11.00
12,075.00		15.00	%		15.00	%	$	11.50		15.00	%	$	11.50
12,600.00		20.00	%		20.00	%	$	12.00		20.00	%	$	12.00
13,125.00		25.00	%		25.00	%	$	12.50		25.00	%	$	12.50
13,650.00		30.00	%		30.00	%	$	13.00		30.00	%	$	13.00
14,175.00		35.00	%		35.00	%	$	13.50		35.00	%	$	13.50
14,700.00		40.00	%		40.00	%	$	14.00		40.00	%	$	14.00
15,225.00		45.00	%		45.00	%	$	14.50		45.00	%	$	14.50
15,750.00		50.00	%		50.00	%	$	15.00		50.00	%	$	15.00
18,375.00		75.00	%		75.00	%	$	17.50		75.00	%	$	17.50
21,000.00		100.00	%		100.00	%	$	20.00		100.00	%	$	20.00

(1) Excludes any dividends paid on the stocks in the Dow Jones Industrial Average^sm.

Discontinuance of the Dow Jones Industrial Average^sm

If Dow Jones discontinues publication of the Dow Jones Industrial Average^sm or another entity publishes a successor or substitute Index that the Calculation Agent determines, in its sole discretion, to be comparable to the Dow Jones Industrial Average^sm, then the value of the relevant Index will be determined by reference to the value of that Index, which we refer to as a “successor Index.”

Upon any selection by the Calculation Agent of a successor Index, the Calculation Agent will cause notice to be furnished to us and the trustee, who will provide notice of the selection of the successor Index to the registered holders of the Index LASERS^sm.

If Dow Jones discontinues publication of the Dow Jones Industrial Average^sm and a successor Index is not selected by the Calculation Agent or is no longer published on any date of determination of the value of the Dow Jones Industrial Average^sm, the value to be substituted for the Dow Jones Industrial Average^sm for that date will be a value computed by the Calculation Agent for that date in accordance with the procedures last used to calculate the relevant Index prior to any such discontinuance.

PS-15

If Dow Jones discontinues publication of the Dow Jones Industrial Average^sm prior to the determination of the relevant coupon amount and the Calculation Agent determines that no successor Index is available at that time, then on each Index Business Day until the earlier to occur of (a) the determination of the relevant Coupon Amount and (b) a determination by the Calculation Agent that a successor Index is available, the Calculation Agent will determine the value that is to be used in computing the value of the Dow Jones Industrial Average^sm or the relevant Index as described in the preceding paragraph.

If a successor Index is selected or the Calculation Agent calculates a value as a substitute for the relevant Index as described above, the successor Index or value will be substituted for the relevant Index for all purposes, including for purposes of determining whether an Index Business Day or Market Disruption Event occurs.

Notwithstanding these alternative arrangements, discontinuance of the publication of the Dow Jones Industrial Average^sm may adversely affect the market value of the Index LASERS^sm. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Index LASERS^sm, absent manifest error.

Alteration of Method of Calculation

If at any time the method of calculating the Dow Jones Industrial Average^sm or a successor Index is changed in any material respect, or if the Dow Jones Industrial Average^sm or a successor Index is in any other way modified so that the value of the Dow Jones Industrial Average^sm or the successor Index does not, in the opinion of the Calculation Agent, fairly represent the value of that Index had the changes or modifications not been made, then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, make those adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of a stock Index comparable to the Dow Jones Industrial Average^sm or the successor Index as if the changes or modifications had not been made, and calculate the value of the Index with reference to Dow Jones Industrial Average^sm or the successor Index. Accordingly, if the method of calculating the Dow Jones Industrial Average^sm or the successor Index is modified so that the value of the Dow Jones Industrial Average^sm or the successor Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust that Index in order to arrive at a value of the Index as if it had not been modified.

Redemption at the Option of the Holder; Defeasance

The Index LASERS^sm are not subject to redemption at the option of any holder prior to maturity and are not subject to the defeasance provisions described in the accompanying prospectus under “Description of Debt Securities — Defeasance.”

Events of Default and Acceleration

In case an Event of Default (as defined in the accompanying prospectus) with respect to any Index LASERS^sm shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Index LASERS^sm will be determined by the Calculation Agent and will equal, for each Index LASERS^sm, the maturity payment, calculated as though the maturity of the Index LASERS^sm were the date of early repayment. See “— Payment at Maturity” above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup Inc., the claim of the beneficial owner of the Index LASERS^sm will be capped at the maturity payment, calculated as though the maturity date of the Index LASERS^sm were the date of the commencement of the proceeding.

In case of default in payment at maturity of the Index LASERS^sm, the Index LASERS^sm shall bear interest, payable upon demand of the beneficial owners of the Index LASERS^sm in accordance with the terms of the Index LASERS^sm, from and after the maturity date through the date when payment of the unpaid amount has been made or duly provided for, at the rate of     % per annum on the unpaid amount due.

PS-16

Paying Agent and Trustee

Citibank, N.A. will serve as paying agent for the Index LASERS^sm and will also hold the global security representing the Index LASERS^sm as custodian for DTC. The Bank of New York Mellon as successor trustee under an indenture dated June 1, 2005, will serve as trustee for the Index LASERS^sm.

Calculation Agent

The Calculation Agent for the Index LASERS^sm will be Citigroup Global Markets. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the Index LASERS^sm. Because the Calculation Agent is an affiliate of Citigroup Funding and Citigroup Inc., potential conflicts of interest may exist between the Calculation Agent and the holders of the Index LASERS^sm, including with respect to certain determinations and judgments that the Calculation Agent must make in determining amounts due to holders of the Index LASERS^sm. Citigroup Global Markets is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

PS-17

DESCRIPTION OF DOW JONES INDUSTRIAL AVERAGE^sm

General

Unless otherwise stated, we have derived all information regarding the Dow Jones Industrial Average^sm provided in this pricing supplement, including its composition, method of calculation and changes in components, from Dow Jones, publicly available sources and other sources we believe to be reliable. Such information reflects the policies of, and is subject to change by, Dow Jones. Dow Jones is under no obligation to continue to publish, and may discontinue or suspend the publication of, the Dow Jones Industrial Average^sm at any time. None of Citigroup Inc., Citigroup Funding, Citigroup Global Markets or the trustee assumes any responsibility for the accuracy or completeness of any information relating to the Dow Jones Industrial Average^sm.

The Dow Jones Industrial Average^sm is a benchmark of performance for leading companies in the U.S. stock market. The index consists of 30 “blue-chip” U.S. stocks, although this has not always been the case. The index initially consisted of twelve common stocks and was first published in The Wall Street Journal in 1896. The index was increased to include 20 common stocks in 1916 and to 30 common stocks in 1928. The number of common stocks in the index has remained at 30 since 1928, and, in an effort to maintain continuity, the constituent corporations represented in the index have been changed on a relatively infrequent basis.

The Dow Jones Industrial Average^sm is a price-weighted index (i.e., the weight of an underlying stock in the index is based on its price per share rather than the total market capitalization of the issuer of such component stock) comprised of 30 common stocks chosen by the editors of The Wall Street Journal from companies outside of the transportation or utility business that are representative of the broad market of U.S. industry. The corporations represented in the Dow Jones Industrial Average^sm tend to be leaders within their respective industries and their stocks are typically widely held by individuals and institutional investors. Changes in the composition of the index are made entirely by the editors of The Wall Street Journal without consultation with the corporations represented in the index, any stock exchange, any official agency or Citigroup Funding Inc. Changes to the common stocks included in the index tend to be made infrequently. Historically, most substitutions have been the result of mergers, but from time to time, changes may be made to achieve what the editors of The Wall Street Journal deem to be a more accurate representation of the broad market of U.S. industry. In choosing a new corporation for the Dow Jones Industrial Average^sm, the editors of The Wall Street Journal look for leading industrial companies with a successful history of growth and wide interest among investors. The component stocks of the index may be changed at any time for any reason. Dow Jones, publisher of The Wall Street Journal, is not affiliated with Citigroup Funding Inc. and has not participated in any way in the issuance of the Index LASERS^sm.

The value of the Dow Jones Industrial Average^sm is the sum of the primary exchange prices of each of the 30 common stocks included in the index, divided by a divisor that is designed to provide meaningful continuity in the value of the index. Because the index is price-weighted, stock splits or changes in the component stocks could result in distortions in the index value. In order to prevent such distortions related to extrinsic factors, the divisor is changed in accordance with a mathematical formula that reflects adjusted proportions within the index. The current divisor of the index is published daily in The Wall Street Journal and other publications. In addition, other statistics based on the index may be found in a variety of publicly available sources.

THE DOW JONES INDUSTRIAL AVERAGE^sm DOES NOT REFLECT THE PAYMENT OF DIVIDENDS ON THE STOCKS UNDERLYING IT AND THEREFORE THE RETURN ON THE INDEX LASERS^sm WILL NOT PRODUCE THE SAME RETURN YOU WOULD RECEIVE IF YOU WERE TO PURCHASE SUCH UNDERLYING STOCKS AND HOLD THEM UNTIL THE MATURITY DATE.

Historical Data on the Dow Jones Industrial Average^sm

The following table sets forth the high and low intra-day values of the Dow Jones Industrial Average^sm for each quarter in the period from January 2004 through November 2009. We obtained the intra-day and

PS-18

closing value and other information below from Bloomberg Financial Markets.. These historical data on the Dow Jones Industrial Average^sm are not indicative of the future performance of the Dow Jones Industrial Average^sm or what the market value of the Index LASERS^sm may be. Any historical upward or downward trend in the value of the Dow Jones Industrial Average^sm during any period set forth below is not an indication that the Dow Jones Industrial Average^sm is more or less likely to increase or decrease at any time during the term of the Index LASERS^sm.

	High		Low
2004
Quarter First		10,753.63		10,007.49
Second		10,570.81		9,852.19
Third		10,448.09		9,783.99
Fourth		10,868.07		9,708.40
2005
Quarter First		10,984.46		10,368.61
Second		10,656.29		10,000.46
Third		10,719.41		10,175.40
Fourth		10,959.79		10,156.46
2006
Quarter First		11,334.96		10,661.15
Second		11,670.19		10,698.85
Third		11,741.99		10,683.32
Fourth		12,529.88		11,653.06
2007
Quarter First		12,795.93		11,939.61
Second		13,692.00		12,324.28
Third		14,021.95		12,517.94
Fourth		14,198.10		12,724.09
2008
Quarter First		13,279.54		11,634.82
Second		13,136.69		11,287.56
Third		11,867.11		10,365.45
Fourth		10,882.52		7,449.38
2009
Quarter First		9,088.06		6,469.95
Second		8,877.93		7,483.87
Third		9,917.99		8,087.19
Fourth (through December 3, 2009)		10,513.52		9,430.08

On December 3, 2009, the closing value of the Dow Jones Industrial Average^sm was 10,366.15.

PS-19

The following graph illustrates the historical performance of the Dow Jones Industrial Average^sm based on the closing value thereof on each Index Business Day from January 2, 2004 through December 3, 2009. Past movements of the Dow Jones Industrial Average^sm are not indicative of future Index values.

Daily Closing Values of Dow Jones Industrial Average^sm

License Agreement

Dow Jones and Citigroup Global Markets have entered into a non-exclusive license agreement providing for the license to Citigroup Inc., Citigroup Funding and its affiliates, in exchange for a fee, of the right to use indices owned and published by Dow Jones in connection with certain financial instruments, including the Index LASERS^sm.

The license agreement between Dow Jones and Citigroup Global Markets provides that the following language must be stated in this pricing supplement.

“The Index LASERS^sm are not sponsored, endorsed, sold or promoted by Dow Jones (including its affiliates) (Dow Jones, with its affiliates, is referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Index LASERS^sm. The Corporations make no representation or warranty, express or implied, to the owners of the Index LASERS^sm or any member of the public regarding the advisability of investing in securities generally or in the Index LASERS^sm particularly or the ability of the Dow Jones Industrial Average^sm to track general stock market performance. The Corporations’ only relationship to Citigroup Global Markets Inc. and its affiliates the “Licensee”) is in the licensing of certain trademarks, trade names and service marks of Dow Jones and of the Dow Jones Industrial Average^sm, which is determined, composed and calculated by Dow Jones without regard to the Licensee or the Index LASERS^sm. Dow Jones has no obligation to take the needs of the Licensee or the owners of the Index LASERS^sm into consideration in determining, composing or calculating the Dow Jones Industrial Average^sm. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Index LASERS^sm to be issued or in the determination or calculation of the equation by which the Index LASERS^sm are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Index LASERS^sm.

PS-20

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATIONS OF THE DOW JONES INDUSTRIAL AVERAGE^sm OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE INDEX LASERS^sm, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE^sm OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE^sm OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

All disclosures contained in this pricing supplement regarding the Dow Jones Industrial Average^sm, including its makeup, method of calculation and changes in its components, are derived from publicly available information prepared by Dow Jones. None of Citigroup Funding, Citigroup Inc., Citigroup Global Markets Inc. or the trustee assumes any responsibility for the accuracy or completeness of such information.

PS-21

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax consequences that may be relevant to initial holders of the Index LASERS^sm who will hold the Index LASERS^sm as capital assets. All references to “holders” are to beneficial owners of the Index LASERS^sm. This summary is based on U.S. federal income tax laws, regulations, rulings and decisions in effect as of the date of this pricing supplement, all of which are subject to change at any time (possibly with retroactive effect). As the law is technical and complex, the discussion below necessarily represents only a general summary.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its individual investment circumstances or to certain types of holders subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, financial institutions, insurance companies, tax-exempt organizations and taxpayers holding the Index LASERS^sm as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated financial transaction, or persons whose functional currency is not the U.S. dollar. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.

No statutory, judicial or administrative authority directly addresses the characterization of the Index LASERS^sm or instruments similar to the Index LASERS^sm for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Index LASERS^sm are not certain. No ruling is being requested from the Internal Revenue Service (the “IRS”) with respect to the Index LASERS^sm and no assurance can be given that the IRS will agree with the conclusions expressed herein. ACCORDINGLY, A PROSPECTIVE INVESTOR (INCLUDING A TAX-EXEMPT INVESTOR) IN THE INDEX LASERS^sm SHOULD CONSULT ITS TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE INDEX LASERS^sm, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

In purchasing an Index LASERS^sm, each holder agrees with Citigroup Funding to treat an Index LASERS^sm for U.S. federal income tax purposes as a cash-settled prepaid forward contract, subject to a floor, on the value of the Dow Jones Industrial Average^sm on the Valuation Date, pursuant to which forward contract, at maturity each holder will receive the cash value of the Dow Jones Industrial Average^sm subject to certain adjustments, and under the terms of which contract (a) at the time of issuance of the Index LASERS^sm the holder deposits irrevocably with Citigroup Funding a fixed amount of cash equal to the purchase price of the Index LASERS^sm, and (b) at maturity such cash deposit unconditionally and irrevocably will be applied by Citigroup Funding in full satisfaction of the holder’s obligation under the forward contract, and Citigroup Funding will deliver to the holder the cash value of the Dow Jones Industrial Average^sm pursuant to the terms of the Index LASERS^sm. (Prospective investors should note that cash proceeds of this offering will not be segregated by Citigroup Funding during the term of the Index LASERS^sm, but instead will be commingled with Citigroup Funding’s other assets and applied in a manner consistent with the section “Use of Proceeds and Hedging” in the accompanying prospectus.) As discussed below, there is no assurance that the IRS will agree with this treatment, and alternative treatments of the Index LASERS^sm could result in less favorable U.S. federal income tax consequences to a holder.

United States Holders

The following is a summary of certain United States federal income tax consequences that will apply to a beneficial owner of an Index LASERS^sm that is a citizen or resident of the United States or a domestic corporation or otherwise subject to United States federal income tax on a net income basis in respect of the Index LASERS^sm (a “U.S. Holder”), under the characterization of the Index LASERS^sm agreed to above.

Under the above characterization of the Index LASERS^sm, at maturity or upon the sale or other taxable disposition of an Index LASERS^sm, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized at maturity or upon the sale or other taxable disposition and the U.S. Holder’s tax basis in the Index LASERS^sm. Such gain or loss generally will be long-term capital gain or

PS-22

loss if the U.S. Holder has held the Index LASERS^sm for more than one year at the time of disposition. A holder’s tax basis in the Index LASERS^sm generally will equal the holder’s cost for such Index LASERS^sm.

Alternative Characterizations.  Due to the absence of authority as to the proper characterization of the Index LASERS^sm and the absence of any comparable instruments for which there is a widely accepted tax treatment, no assurance can be given that the IRS will accept, or that a court will uphold, the agreed-to characterization and tax treatment described above.

Because a holder will be entitled to cash in an amount equal to or greater than the amount of the initial purchase price paid for the Index LASERS^sm if the value of the Dow Jones Industrial Average^sm never depreciates by 40% or more at any time during the term of the Index LASERS^sm, the IRS could seek to analyze the federal income tax consequences of owning the Index LASERS^sm under Treasury regulations governing contingent payment debt instruments (the “Contingent Payment Regulations”). The Contingent Payment Regulations are complex, but very generally apply the original issue discount rules of the Internal Revenue Code to a contingent payment debt instrument by requiring that original issue discount be accrued every year at a “comparable yield” for the issuer of the instrument, determined at the time of issuance of the obligation. In addition, the Contingent Payment Regulations require that a projected payment schedule, which results in such a “comparable yield”, be determined, and that adjustments to income accruals be made to account for differences between actual payments and projected amounts. To the extent that the comparable yield as so determined exceeds the projected payments on a contingent debt instrument in any taxable year, the owner of that instrument will recognize ordinary interest income for that taxable year in excess of the cash the owner receives and such excess would increase the U.S. Holder’s tax basis in the debt instrument. In addition, any gain realized on the sale, exchange or redemption of a contingent payment debt instrument will be treated as ordinary income. Any loss realized on such sale, exchange or redemption will be treated as an ordinary loss to the extent that the holder’s original issue discount inclusions with respect to the obligation exceed prior reversals of such inclusions required by the adjustment mechanism described above. Any loss realized in excess of such amount generally will be treated as a capital loss.

The Contingent Payment Regulations apply only to debt instruments that provide for contingent payments. The Index LASERS^sm offer no assurance that a holder’s investment will be returned to the holder at maturity except to the extent that the value of the Dow Jones Industrial Average^sm never depreciates by 40% or more of the initial value of the Dow Jones Industrial Average^sm; instead, at maturity, the Index LASERS^sm provide economic returns that are generally Indexed to the performance of the Dow Jones Industrial Average^sm. Further, a holder may receive at maturity economic returns that are substantially lower or higher than the holder’s investment. Accordingly, Citigroup Funding believes that it is reasonable to treat the Index LASERS^sm for U.S. federal income tax purposes, not as debt instruments, but as cash-settled prepaid forward contracts subject to a floor, pursuant to which forward contracts at maturity each holder will receive the cash value of Index subject to certain adjustments. If, however, the IRS were successfully to maintain that the Contingent Payment Regulations apply to the Index LASERS^sm, then, among other matters, (i) a U.S. Holder will be required to include in income each year an accrual of interest at the annual rate of     % compounded semi-annually (“the comparable yield”), regardless of the U.S. Holder’s method of tax accounting, and (ii) gain or loss realized by a U.S. Holder at maturity or upon a sale or taxable disposition of an Index LASERS^sm generally would be characterized as ordinary income or loss (as the case may be, under the rules summarized above), rather than as capital gain or loss.

It is also possible that future regulations or other IRS guidance would require you to accrue income on the Index LASERS^sm on a current basis at ordinary income rates (as opposed to capital gains rates) or to treat the Index LASERS^sm in another manner that significantly differs from the agreed-to treatment discussed above. On December 7, 2007, the IRS and U.S. Treasury Department issued a notice (the “Notice”) that requests public comments on a comprehensive list of tax policy issues raised by prepaid forward contracts, which include financial instruments similar to the Index LASERS^sm. The Notice contemplates that such instruments may become subject to taxation on a current accrual basis under one or more possible approaches, including a mark-to-market methodology; a regime similar to the Contingent Payment Regulations; categorization of prepaid forward contracts as debt; and treatment of prepaid forward contracts as “constructive ownership” transactions. The Notice also contemplates that all (or significant portions) of an investor’s returns under

PS-23

prepaid forward contracts could be taxed at ordinary income rates (as opposed to capital gains rates). It is currently impossible to predict what guidance, if any, will be issued as a result of the Notice, and whether any such guidance could have retroactive effect.

In addition, legislation has been introduced for consideration in the United States Congress that, if enacted into law, would require current accrual of interest income on prepaid derivative contracts with a term of more than one year (which would include financial instruments similar to the Index LASERS^sm) acquired after the date of the legislation’s enactment. The legislation also would implement special income accrual rules for publicly traded prepaid derivative contracts. The schedule for consideration of this legislation and the outcome of the legislative process currently is uncertain.

Some or all of the net long-term capital gain arising from certain “constructive ownership” transactions may be characterized as ordinary income, in which case an interest charge would be imposed on any such ordinary income. These rules have no immediate application to forward contracts in respect of the stock of most corporations, including the Index LASERS^sm. The rules, however, grant discretionary authority to the U.S. Treasury Department to expand the scope of “constructive ownership” transactions to include forward contracts in respect of the stock of all corporations. The rules separately also direct the Treasury to promulgate regulations excluding a forward contract that does not convey “substantially all” of the economic return on any underlying asset from the scope of “constructive ownership” transactions. This category may include the Index LASERS^sm. It is not possible to predict whether such regulations will be promulgated by the U.S. Treasury Department, or the form or effective date that any regulations that may be promulgated might take.

Finally, proposed regulations would require current accrual of income with respect to contingent nonperiodic payments made under certain notional principal contracts. The preamble to the proposed regulations states that the “wait and see” method of tax accounting does not properly reflect the economic accrual of income on such contracts, and requires a current accrual of income with respect to some contracts already in existence at the time the proposed regulations were released. While the proposed regulations do not apply to prepaid forward contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist in the case of prepaid forward contracts. If the IRS publishes future guidance requiring current accrual of income with respect to contingent payments on prepaid forward contracts, it is possible that you could be required to accrue income with respect to the payment at maturity of the Index LASERS^sm over the term of the Index LASERS^sm.

Information Reporting and Backup Withholding.  Information returns may be required to be filed with the IRS relating to payments made to a particular U.S. Holder of Index LASERS^sm. In addition, U.S. Holders may be subject to backup withholding tax on such payments if they do not provide their taxpayer identification numbers in the manner required, fail to certify that they are not subject to backup withholding tax, or otherwise fail to comply with applicable backup withholding tax rules. U.S. Holders may also be subject to information reporting and backup withholding tax with respect to the proceeds from a sale, exchange, retirement or other taxable disposition of the Index LASERS^sm.

Non-United States Holders

A holder or beneficial owner of Index LASERS^sm that is not a U.S. Holder (a “Non-U.S. Holder”) generally will not be subject to U.S. federal income or withholding tax on any capital gain realized upon the maturity, sale or other disposition of the Index LASERS^sm by a Non-U.S. Holder, unless the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (or, where a tax treaty applies, is attributable to a United States permanent establishment), or in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

In general, a Non-U.S. Holder will not be subject to U.S. federal backup withholding or information reporting with respect to any gain on the Index LASERS^sm if the Non-U.S. Holder provides an IRS Form W-8BEN (or a successor form) with respect to such payments.

PS-24

In the Notice discussed above, the IRS and U.S. Treasury Department specifically question whether, and to what degree, payments (or deemed accruals) in respect of a prepaid forward contract should be subject to withholding. Accordingly, it is possible that future guidance could be issued as a result of the Notice requiring us to withhold on payments made to non-U.S. Holders under the Index LASERS^sm.

Recent Legislative Developments Potentially Affecting Taxation of Index LASERS^sm Held By or Through Foreign Entities

Proposed legislation recently introduced in the United States Congress would generally impose a withholding tax of 30 percent on the gross proceeds of a disposition of the Index LASERS^sm paid to a foreign financial institution, unless such institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The proposed legislation would also generally impose a withholding tax of 30 percent on the gross proceeds of a disposition of the Index LASERS^sm paid to a non-financial foreign entity unless such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity. Under certain circumstances, a Non-U.S. Holder of the Index LASERS^sm might be eligible for refunds or credits of such taxes. Investors are encouraged to consult with their own tax advisors regarding the possible implications of this proposed legislation on their investment in the Index LASERS^sm.

Estate Tax

In the case of a holder of an Index LASERS^sm that is an individual who will be subject to U.S. federal estate tax only with respect to U.S. situs property (generally an individual who at death is neither a citizen nor a domiciliary of the United States) or an entity the property of which is potentially includable in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), the holder of an Index LASERS^sm should note that, absent an applicable treaty benefit, the Index LASERS^sm may be treated as U.S. situs property for U.S. federal estate tax purposes. Prospective investors are urged to consult your own tax advisors regarding the U.S. federal estate tax consequences of investing in the Index LASERS^sm.

PS-25

PLAN OF DISTRIBUTION; CONFLICTS OF INTEREST

The terms and conditions set forth in the Global Selling Agency Agreement dated April 20, 2006, as amended, among Citigroup Funding, Citigroup Inc. and the agents named therein, including Citigroup Global Markets, govern the sale and purchase of the Index LASERS^sm.

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets $      principal amount of the Index LASERS^sm ( Index LASERS^sm) for $9.800 per Index LASERS^sm, any payments due on which are fully and unconditionally guaranteed by Citigroup Inc. Citigroup Global Markets proposes to offer some of the Index LASERS^sm directly to the public at the public offering price set forth on the cover page of this pricing supplement and some of the Index LASERS^sm to certain dealers, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd., and Citigroup Global Markets Asia Limited, broker-dealers affiliated with Citigroup Global Markets, at the public offering price less a concession of $0.200 per Index LASERS^sm. Citigroup Global Markets may allow, and these dealers may reallow, a concession of not more than $0.200 per Index LASERS^sm on sales to certain other dealers. Citigroup Global Markets will pay the Financial Advisors employed by Citigroup Global Markets a fixed sales commission of $0.200 for each Index LASERS^sm they sell. If all of the Index LASERS^sm are not sold at the initial offering price, Citigroup Global Markets may change the public offering price and other selling terms.

The Index LASERS^sm will not be listed on any securities exchange.

In order to hedge its obligations under the Index LASERS^sm, Citigroup Funding expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer to the section “Risk Factors Relating to the Index LASERS^sm — The Market Value of the Index LASERS^sm May Be Affected by Purchases and Sales of the Stocks Included in the Underlying Index or Related Derivative Instruments by Affiliates of Citigroup Funding Inc.” in this pricing supplement, “Risk Factors — Citigroup Funding Inc.’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying prospectus supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority.

Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are NOT permitted to purchase the Index LASERS^sm, either directly or indirectly.

WARNING TO INVESTORS IN HONG KONG ONLY:  The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer. If Investors are in any doubt about any of the contents of this document, they should obtain independent professional advice.

This offer is not being made in Hong Kong, by means of any document, other than (1) to persons whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent); (2) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (3) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO.

There is no advertisement, invitation or document relating to the Index LASERS^sm, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Index LASERS^sm which are or are intended to be disposed of only to persons outside Hong Kong or only to the persons or in the circumstances described in the preceding paragraph.

WARNING TO INVESTORS IN SINGAPORE ONLY:  This document has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of the Singapore Statutes (the Securities and Futures Act). Accordingly, neither this document nor any other

PS-26

document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Index LASERS^sm may be circulated or distributed, nor may the Index LASERS^sm be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than in circumstances where the registration of a prospectus is not required and thus only (1) to an institutional investor or other person falling within section 274 of the Securities and Futures Act, (2) to a relevant person (as defined in section 275 of the Securities and Futures Act) or to any person pursuant to section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in section 275 of that Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. No person receiving a copy of this document may treat the same as constituting any invitation to him/her, unless in the relevant territory such an invitation could be lawfully made to him/her without compliance with any registration or other legal requirements or where such registration or other legal requirements have been complied with. Each of the following relevant persons specified in Section 275 of the Securities and Futures Act who has subscribed for or purchased Index LASERS^sm, namely a person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or

(b) a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to hold investments and of which each beneficiary is an individual who is an accredited investor,

should note that securities of that corporation or the beneficiaries’ rights and interest in that trust may not be transferred for 6 months after that corporation or that trust has acquired the Index LASERS^sm under Section 275 of the Securities and Futures Act pursuant to an offer made in reliance on an exemption under Section 275 of the Securities and Futures Act unless:

(i) the transfer is made only to institutional investors, or relevant persons as defined in Section 275(2) of that Act, or arises from an offer referred to in Section 275(1A) of that Act (in the case of a corporation) or in accordance with Section 276(4)(i)(B) of that Act (in the case of a trust);

(ii) no consideration is or will be given for the transfer; or

(iii) the transfer is by operation of law.

ERISA MATTERS

Each purchaser of the Index LASERS^sm or any interest therein will be deemed to have represented and warranted on each day from and including the date of its purchase or other acquisition of the Index LASERS^sm through and including the date of disposition of such Index LASERS^sm that either:

(a) it is not (i) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, (ii) an entity with respect to which part or all of its assets constitute assets of any such employee benefit plan by reason of C.F.R. 2510.3-101 or otherwise, (iii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) (for example, individual retirement accounts, individual retirement annuities or Keogh plans), or (iv) a government or other plan subject to federal, state or local law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (such law, provisions and Section, collectively, a “Prohibited Transaction Provision” and (i), (ii), (iii) and (iv), collectively, “Plans”); or

(b) if it is a Plan, either (A)(i) none of Citigroup Global Markets, its affiliates or any employee thereof is a Plan fiduciary that has or exercises any discretionary authority or control with respect to the Plan’s assets used to purchase the Index LASERS^sm or renders investment advice with respect to those assets, and (ii) the Plan is paying no more than adequate consideration for the Index LASERS^sm or (B) its acquisition and holding of the Index LASERS^sm is not prohibited by a Prohibited Transaction Provision or is exempt therefrom.

PS-27

The above representations and warranties are in lieu of the representations and warranties described in the section “ERISA Matters” in the accompanying prospectus supplement. Please also refer to the section “ERISA Matters” in the accompanying prospectus.

PS-28

You should rely only on the information contained or incorporated by reference in this pricing supplement and the accompanying prospectus supplement and prospectus. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this pricing supplement is accurate as of any date other than the date on the front of the document.

TABLE OF CONTENTS

	Page
Pricing Supplement
Summary Information — Q&A	PS-2
Risk Factors Relating to the Index LASERSsm	PS-7
Description of the Index LASERSsm	PS-12
Description of the Dow Jones Industrial Averagesm	PS-18
Certain United States Federal Income Tax Considerations	PS-22
Plan of Distribution; Conflicts of Interest	PS-26
ERISA Matters	PS-27
Prospectus Supplement
Risk Factors	S-3
Important Currency Information	S-7
Description of the Notes	S-8
Certain United States Federal Income Tax Considerations	S-34
Plan of Distribution	S-41
ERISA Matters	S-42
Prospectus
Prospectus Summary	1
Forward-Looking Statements	8
Citigroup Inc.	8
Citigroup Funding Inc.	8
Use of Proceeds and Hedging	9
European Monetary Union	10
Description of Debt Securities	10
Description of Index Warrants	21
Description of Debt Security and Index Warrant Units	24
Description of Debt Security and Exchange Agreement Units	24
Limitations on Issuances in Bearer Form	24
Plan of Distribution	26
ERISA Matters	29
Legal Matters	29
Experts	29

Citigroup Funding Inc.

Medium-Term, Series D

Index LASERS^sm

Based Upon the Dow Jones
Industrial Average^sm

Due          , 2013

($10 Principal Amount per Note)

Any Payments Due from Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

          , 2009

(Including Prospectus Supplement

Dated February 18, 2009 and

Prospectus Dated February 18, 2009)