Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157459

PROSPECTUS SUPPLEMENT
(to prospectus supplement dated April 26, 2010
and prospectus dated February 19, 2010)

2,608,971,857 Shares of Common Stock

     Pursuant to an Equity Distribution Agreement dated April 26, 2010 (the “Equity Distribution Agreement”) among the United States Department of the Treasury (the “Selling Stockholder”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Citigroup, the Selling Stockholder sold, through Morgan Stanley as sales agent, an aggregate of 2,608,971,857 shares of Citigroup common stock, par value $0.01 per share (the “Common Stock”), through June 30, 2010, for aggregate sales proceeds of $10,505,219,983. The Equity Distribution Agreement was filed as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2010. Citigroup did not receive any proceeds from the sale of Common Stock by the Selling Stockholder.

     The Common Stock is listed on the New York Stock Exchange under the symbol “C.” On August 13, 2010, the last reported sale price for the Common Stock on the New York Stock Exchange was $3.88 per share.

     Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Through June 30, 2010
Proceeds to Selling Shareholder (1)	$	10,505,219,983.00
Commission to Morgan Stanley (2)	$	7,826,915.57

(1) Without deduction for any commissions or fees.

(2) Payable by the Selling Stockholder and reimbursed by Citigroup to the Selling Stockholder.

     The Common Stock is not a deposit or savings account. These securities are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

     This prospectus supplement adds to, updates and modifies information in, and should be read together with, the prospectus supplement dated April 26, 2010 and the base prospectus dated February 19, 2010.

MORGAN STANLEY

Prospectus Supplement dated August 13, 2010