Preliminary Pricing Supplement

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 is not permitted.

(TO PROSPECTUS SUPPLEMENT DATED APRIL 13, 2006 AND PROSPECTUS DATED MARCH 10, 2006)

The ELKS represent obligations of Citigroup Funding Inc. only. Intel Corporation is not involved in any way in this offering and has no obligations relating to the ELKS or to holders of the ELKS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the ELKS 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.



	Per ELKS	Total
Public Offering Price	$10.000	$
Agent’s Discount	$	$
Proceeds to Citigroup Funding Inc.	$	$

The ELKS pay an amount at maturity that will depend on whether the trading price of Intel common stock on any trading day after the date on which the ELKS are priced for initial sale to the public up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day) is less than or equal to $ , or approximately 85% (to be determined on the date on which the ELKS are priced for initial sale to the public, which we refer to as the pricing date), of the initial share price. If the trading price of Intel common stock at any time after the pricing date up to and including the third trading day before maturity is less than or equal to $ (approximately 85%, to be determined on the pricing date, of the initial share price), then the value of your maturity payment will be directly linked to the price of Intel common stock at maturity and will be less than or equal to the amount of your initial investment except in the circumstances described in the next sentence. You will not in any case benefit from any increase in the price of Intel common stock or receive a payment at maturity greater than your investment unless (1) the trading price of Intel common stock at any time after the pricing date up to and including the third trading day before maturity is less than or equal to $ (approximately 85%, to be determined on the pricing date, of the initial share price) and (2) at maturity the price of Intel common stock is greater than the initial share price.

The ELKS mature on , 2006 and do not provide for earlier redemption by you. The ELKS are a series of unsecured senior debt securities issued by Citigroup Funding Inc. Any payments due on the ELKS are fully and unconditionally guaranteed by Citigroup Inc. The ELKS will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and the guarantee of any payments due under the ELKS will rank equally with all other unsecured and unsubordinated debt of Citigroup. The return of the principal amount of your investment in the ELKS at maturity is not guaranteed.

Each ELKS represents a principal amount of $10. You may transfer the ELKS 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 ELKS 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 ELKS by individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the ELKS through the accounts that these systems maintain with DTC. You should refer to the section “Description of the Notes — Book-Entry System” in the accompanying prospectus supplement and the section “Description of Debt Securities — Book-Entry Procedures and Settlement” in the accompanying prospectus.

A coupon of $ per $10 principal amount of ELKS will be paid in cash on , 2006. The coupon will be composed of $ of interest, at a rate of approximately % per annum (approximately % per six months) (to be determined on the pricing date), and $ of an option premium.

As a result, if the trading price of Intel common stock on any trading day after the pricing date up to and including the third trading day before maturity (whether intra day or at the close of trading on any day) is less

than or equal to approximately 85% (to be determined on the pricing date) of the initial share price, the value of Intel common stock you receive at maturity for each ELKS may be less than the price paid for each ELKS, and could be zero. You will not in any case receive cash or shares at maturity with a value of more than $10 unless (1) the trading price of Intel common stock on any trading day after the pricing date up to and including the third trading day before maturity is less than or equal to approximately 85% (to be determined on the pricing date) of the initial share price and (2) at maturity the price of Intel common stock is greater than the initial share price.

The initial share price will equal the price per share of Intel common stock at the close of trading on the pricing date.

A market disruption event means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of (1) the shares of Intel common stock, or (2) any options contracts or futures contracts relating to the shares of Intel common stock, or any options on such futures contracts, on any exchange or market if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material.

A trading day means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a market disruption event) on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States, or in the case of a security traded on one or more non-U.S. securities exchanges or markets on the principal non-U.S. securities exchange or market for such security.

The trading price of Intel common stock or any other capital stock (as described in the section “Description of the ELKS — Dilution Adjustments” in this pricing supplement) on any date of determination will be (1) if the common stock or capital stock is listed on a national securities exchange on that date of determination, any reported sale price, regular way, of the principal trading session on that date on the principal national securities exchange on which the common stock or capital stock is listed or admitted to trading, (2) if the common stock or capital stock is not listed on a national securities exchange on that date of determination, or if the reported sale price on such exchange is not obtainable (even if the common stock or capital stock is listed or admitted to trading on such exchange), and the common stock or capital stock is quoted on the Nasdaq National Market, any reported sale price of the principal trading session on that date as reported on the Nasdaq, and (3) if the common stock or capital stock is not quoted on the Nasdaq on that date of determination, or if the reported sale price on the Nasdaq is not obtainable (even if the common stock or capital stock is quoted on the Nasdaq), any reported sale price of the principal trading session on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the trading price by the calculation agent in the event of a market disruption event may be deferred by the calculation agent for up to five consecutive trading days on which a market disruption event is occurring, but not past the third trading day prior to maturity. If no reported sale price of the principal trading session is available pursuant to clauses (1), (2) or (3) above or if there is a market disruption event, the trading price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common stock or capital stock obtained from as many dealers in such stock (which may include Citigroup Global Markets Inc. or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. A security “quoted on the Nasdaq National Market” will include a security included for listing or quotation in any successor to such system and the term “OTC Bulletin Board” will include any successor to such service.

For a table setting forth hypothetical amounts you will receive at maturity, see “Description of the ELKS — Amount Payable at Maturity — Hypothetical Examples” in this pricing supplement.

We have provided a table showing the high and low sale prices for Intel common stock and the dividends paid on such stock for each quarter since the first quarter of 2001. You can find this table in the section “Historical Data on the Common Stock of Intel Corporation” in this pricing supplement. We have provided this historical information to help you evaluate the behavior of Intel common stock in recent years. However, past performance is not necessarily indicative of how Intel common stock will perform in the future. You should also refer to the section “Risk Factors Relating to the ELKS — You Will Have No Rights Against Intel. Prior to Receiving Any Shares of Intel Common Stock at Maturity” in this pricing supplement.

What Are the United States Federal Income Tax Consequences of Investing in the ELKS?

For U.S. federal income tax purposes, you and Citigroup Funding agree to treat an ELKS as a grant by you to Citigroup Funding of an option on a forward contract, pursuant to which forward contract you will purchase from Citigroup Funding Intel common stock at maturity. 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 purchase obligation under the ELKS. Under this treatment, you generally will be required to include the interest payment as interest income at the time that such interest is accrued or received in accordance with your method of accounting. Under this treatment, generally you will not be required to include any option premium payment you receive in income until sale or other taxable disposition of the ELKS or retirement of the ELKS for cash. In addition, under this treatment, if you hold the ELKS until they mature (a) if the ELKS are retired for cash, you will recognize short-term capital gain equal to the entire amount of the option premium, and (b) if the ELKS are retired for Intel common stock, you will not be subject to tax on the receipt of Intel common stock and the option premium payment, and your tax basis in Intel common stock generally will equal the initial purchase price of your ELKS less the amount of the option premium payment. Under this treatment, if you sell your ELKS for cash prior to maturity, you will generally have a short-term capital gain or loss equal to the difference between (x) the cash you receive, and (y) your adjusted tax basis in the ELKS. Due to the absence of authority as to the proper characterization of the ELKS, 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 ELKS could result in less favorable U.S. federal income tax consequences to you, including a requirement to accrue income on a current basis. You should refer to the section “Certain United States Federal Income Tax Considerations” in this pricing supplement for more information.

In the case of a holder of an ELKS that is not a U.S. person, the interest payment made with respect to the ELKS should not be subject to U.S. withholding tax, provided that such holder complies with applicable certification requirements. Any capital gain realized upon the sale or other disposition of the ELKS by a holder that is not a U.S. person (including capital gain arising from the option premium) 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.

The ELKS will not be listed on any exchange. There is currently no secondary market for the ELKS. Citigroup Global Markets Inc. currently intends, but is not obligated, to make a market in the ELKS. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the ELKS.

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

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

Our affiliate, Citigroup Global Markets Inc., is the agent for the offering and sale of the ELKS and is expected to receive compensation for activities and services provided in connection with the offering. After the initial offering, Citigroup Global Markets Inc. and/or other of our broker-dealer affiliates intend to buy and sell ELKS to create a secondary market for holders of the ELKS, and may engage in other activities described in the section “Plan of Distribution” in this pricing supplement, the accompanying prospectus supplement and prospectus. However, neither Citigroup Global Markets Inc. 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 Inc. will also act as calculation agent for the ELKS. Potential conflicts of interest may exist between Citigroup Global Markets Inc. and you as a holder of the ELKS.

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

We expect to hedge our obligations under the ELKS through one or more of our affiliates. This hedging activity will likely involve trading in Intel common stock or in other instruments, such as options, swaps or futures, based upon Intel common stock. This hedging activity could affect the market price of Intel common stock and therefore the market value of the ELKS. The costs of maintaining or adjusting this hedging activity could also affect the price at which our affiliate Citigroup Global Markets Inc. may be willing to purchase your ELKS 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 ELKS declines. You should refer to “Risk Factors Relating to the ELKS — The Price at Which You Will Be Able to Sell Your ELKS 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’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.

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 or substantially similar federal, state or local laws (“ERISA-Type Plans”) will not be permitted to purchase or hold the ELKS. Plans that are not ERISA-Type Plans, such as individual retirement accounts, individual retirement annuities or Keogh plans, will be permitted to purchase or hold the ELKS, provided that each such plan shall by its purchase be deemed to represent and warrant that none of Citigroup Global Markets Inc., its affiliates or any employee thereof manages the plan or provides advice that serves as a primary basis for the plan’s decision to purchase, hold or dispose of the ELKS.

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

Because the terms of the ELKS differ from those of conventional debt securities in that the amount you receive at maturity will be based on the trading price of Intel common stock at any time after the pricing date up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day), an investment in the ELKS entails significant risks not associated with similar investments in conventional debt securities, including, among other things, fluctuations in the value of Intel common stock, and other events that are difficult to predict and beyond our control.

Your Investment in the ELKS May Result in a Loss if the Trading Price of Intel Common Stock Declines

The amount you receive at maturity will depend on the trading price of Intel common stock at any time after the pricing date up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day). As a result, the amount you receive at maturity may be less than the amount you paid for your ELKS, except to the extent of the coupon payable on the ELKS. If at any time after the pricing date up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day) the trading price of Intel common stock is less than or equal to $ (approximately 85%, to be determined on the pricing date, of the initial share price) and at maturity the price of Intel common stock is less than the initial share price, the value of the shares of Intel common stock you receive at maturity for each ELKS will be less than the price paid for each ELKS, and could be zero, in which case your investment in the ELKS will result in a loss, again except to the extent of the coupon payable on the ELKS. This will be true even if the trading price of any Intel common stock you receive at maturity exceeds the initial share price at one or more times during the life of the ELKS but is less than or equal to approximately 85%, to be determined on the pricing date, of the initial share price at any time after the pricing date up to and including the third trading day before maturity and the trading price of Intel common stock at maturity is less than the initial share price.

The Payment on the ELKS at Maturity Will Not Exceed Their Stated Principal Amount, Except in Limited Circumstances

Even though you will be subject to the risk of a decline in the price of Intel common stock, you will not participate in any appreciation in the price of Intel common stock and your return on the ELKS will be limited to the coupon payable on the ELKS unless (1) the trading price of Intel common stock at any time after the pricing date up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day) is less than or equal to approximately 85% (to be determined on the pricing date) of the initial share price and (2) at maturity, the price of Intel common stock is greater than the initial share price. If the trading price of Intel common stock is not less than or equal to approximately 85% (to be determined on the pricing date) of the initial share price at any time after the pricing date up to and including the third trading day before maturity and the trading price of Intel common stock at maturity is significantly greater than the initial share price of $ , your return on the ELKS may be less than your return on a similar security that was directly linked to Intel common stock and allowed you to participate more fully in the appreciation of the price of Intel common stock or on a direct investment in Intel common stock.

The Yield on the ELKS May Be Lower Than the Yield on a Standard Debt Security of Comparable Maturity

The total coupon payable on the ELKS is $ in cash. As a result, if the trading price of Intel common stock is less than or equal to approximately 85% (to be determined on the pricing date) of the initial share price at any time after the pricing date up to and including the third trading day before maturity (whether intra-day or at the close of trading on any day), and the trading price of Intel common stock at maturity is less than approximately $ (resulting in your receiving a total amount at maturity that is less than the principal amount of your ELKS), the effective yield on the ELKS will be less than that which would be payable on a conventional fixed-rate debt security of Citigroup Funding of comparable maturity.

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

The ELKS will not be listed on a major stock exchange. We believe that the value of your ELKS in the secondary market will be affected by the supply of and demand for the ELKS, the value of Intel common stock 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 we expect to be the impact on the market value of the ELKS of a change in a specific factor, assuming all other conditions remain constant.

Intel Common Stock Price. We expect that the market value of the ELKS will depend substantially on the amount, if any, by which the price of Intel common stock changes from the initial share price of $ . However, changes in the price of Intel common stock may not always be reflected, in full or in part, in the market value of the ELKS. If you choose to sell your ELKS when the price of Intel common stock exceeds the initial ADR price, you may receive substantially less than the amount that would be payable at maturity based on that price because of expectations that the price of Intel common stock will continue to fluctuate between that time and the time when the amount you will receive at maturity is determined. In addition, significant increases in the value of Intel common stock are not likely to be reflected in the trading price of the ELKS because the amount you can receive at maturity for each ELKS is generally limited to $10. If you choose to sell your ELKS when the price of Intel common stock is below the initial share price, you may receive less than the amount you originally invested.

The value of Intel common stock will be influenced by Intel’s results of operations and by complex and interrelated political, economic, financial and other factors that can affect the capital markets generally and the market segment of which Intel is a part. Citigroup Funding’s hedging activities in Intel common stock, the issuance of securities similar to the ELKS and other trading activities by Citigroup Funding, its affiliates and other market participants can also affect the price of Intel common stock.

Volatility of Intel Common Stock. Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of Intel common stock changes during the term of the ELKS, the market value of the ELKS may decrease.

Events Involving Intel Corporation. General economic conditions and earnings results of Intel Corporation and real or anticipated changes in those conditions or results may affect the market value of the ELKS. In addition, if the dividend yield on Intel common stock increases, we expect that the value of the ELKS may decrease because the value of any shares or cash you will receive at maturity will not reflect the value of such dividend payments. Conversely, if the dividend yield on Intel common stock decreases, we expect that the market value of the ELKS may increase.

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

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

Hedging Activities. Hedging activities in Intel common stock by us or one or more of our affiliates will likely involve trading in Intel common stock or in other instruments, such as options or swaps, based upon Intel common

stock. This hedging activity could affect the market price of Intel common stock and therefore the market value of the ELKS. It is possible that we or our affiliates may profit from our hedging activity, even if the market value of the ELKS declines.

Citigroup Funding and Citigroup’s Credit Ratings, Financial Condition and Results. Actual or anticipated changes in our credit ratings, financial condition or results or those of Citigroup may affect the market value of the ELKS. The ELKS are subject to the credit risk of Citigroup, the guarantor of any payments due on the ELKS.

We want you to understand that the impact of one of the factors specified above, such as an increase in interest rates, may offset some or all of any change in the market value of the ELKS attributable to another factor, such as an increase in the value of Intel common stock.

The Historical Performance of Intel Common Stock Is Not an Indication of the Future Performance of Intel Common Stock

The historical performance of Intel common stock, which is included in this pricing supplement, should not be taken as an indication of the future performance of Intel common stock during the term of the ELKS. Changes in the value of Intel common stock will affect the trading price of the ELKS, but it is impossible to predict whether the value of Intel common stock will rise or fall.

You Will Have No Rights Against Intel Corporation Prior to Receiving Any Shares of Intel common stock at Maturity

You will have no rights against Intel Corporation prior to receiving any shares of Intel common stock at maturity, even though:

Intel Corporation is not in any way involved in this offering and has no obligations relating to the ELKS or to holders of the ELKS. In addition, you will have no voting rights and will receive no dividends or other distributions with respect to Intel common stock unless and until you receive shares of Intel common stock at maturity.

The Amount You Receive at Maturity May Be Reduced Under Some Circumstances if Shares of Intel Common Stock Are Diluted Because the Amount You Receive at Maturity Will Not Be Adjusted for All Events that Dilute Intel Common Stock

The amount you receive at maturity is subject to adjustment for a number of events arising from share splits and combinations, share dividends or other distributions, a number of other actions of Intel Corporation that modify its capital structure and a number of other transactions involving Intel Corporation as well as for the liquidation, dissolution or winding up of Intel Corporation. You should refer to the section “Description of the ELKS — Dilution Adjustments” in this pricing supplement. The amount you receive at maturity will not be adjusted for other events that may adversely affect the price of Intel common stock, such as offerings of common stock for cash or in connection with acquisitions. Because of the relationship of the amount you receive at maturity to the price of Intel common stock, these other events may reduce the amount you receive at maturity on the ELKS.

The ELKS Will Not Be Listed on a Major Stock Exchange; You May Not Be Able to Sell Your ELKS if an Active Trading Market for the ELKS Does Not Develop

The ELKS will not be listed on a major stock exchange and there is currently no secondary market for the ELKS. Citigroup Global Markets Inc. currently intends, but is not obligated, to make a market in the ELKS. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the ELKS. If the secondary market for the ELKS is limited, there may be few buyers should you choose to sell your ELKS prior to maturity and this may reduce the price you receive.

The Market Value of the ELKS May Be Affected by Purchases and Sales of Intel Common Stock or Derivative Instruments Related to Intel Common Stock by Affiliates of Citigroup Funding

Citigroup Funding’s affiliates, including Citigroup Global Markets Inc., may from time to time buy or sell Intel common stock or derivative instruments relating to Intel common stock for their own accounts in connection with their normal business practices. These transactions could affect the price of Intel common stock and therefore the market value of the ELKS.

Citigroup Global Markets Inc., an Affiliate of Citigroup Funding and Citigroup, 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 ELKS, 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.

No statutory, judicial or administrative authority directly addresses the characterization of the ELKS or instruments similar to the ELKS 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 ELKS are not certain. No ruling is being requested from the Internal Revenue Service with respect to the ELKS 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 ELKS may affect the U.S. tax consequences of investing in the ELKS, including for non-U.S. investors.

The description in this pricing supplement of the particular terms of the Equity Linked Securities (ELKS^®) Based Upon the Common Stock of Intel Corporation Due , 2006 supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the registered securities set forth in the accompanying prospectus supplement and prospectus.

The Equity Linked Securities (ELKS^®) Based Upon the Common Stock of Intel Corporation (the “ELKS”) pay an amount at maturity that will depend on whether the Trading Price of Intel common stock on any Trading Day after the Pricing Date up to and including the third Trading Day before maturity (whether intra-day or at the close of trading on any day) is less than or equal to $ , or approximately 85% (to be determined on the Pricing Date) of the Initial Share Price. If the Trading Price of Intel common stock at any time after the Pricing Date up to and including the third Trading Day before maturity is less than or equal to $ (approximately 85%, to be determined on the Pricing Date, of the Initial Share Price), then the value of the amount you will receive at maturity will be directly linked to the price of Intel common stock at maturity and will be less than the amount of your initial investment except in the circumstances described in the next sentence. You will not in any case benefit from any increase in the price of Intel common stock or receive an amount at maturity greater than your investment unless (1) the Trading Price of Intel common stock at any time after the pricing date up to and including the third Trading Day before maturity is less than or equal to $ (approximately 85%, to be determined on the Pricing Date, of the Initial Share Price) and (2) at maturity the price of Intel common stock is greater than the Initial Share Price.

The ELKS are a series of debt securities issued by Citigroup Funding under the senior debt indenture described in the accompanying prospectus, any payments due on which are fully and unconditionally guaranteed by Citigroup. The aggregate principal amount of ELKS issued will be $ ( ELKS). The ELKS will mature on , 2006, 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 any payments due under the ELKS will rank equally with all other unsecured and unsubordinated debt of Citigroup. The return of the principal amount of your investment in the ELKS at maturity is not guaranteed. The ELKS will be issued only in fully registered form and in denominations of $10 per ELKS and integral multiples thereof.

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

A coupon of $ per $10 principal amount of ELKS will be paid in cash on , 2006. The coupon will be composed of $ of interest and $ of an option premium. The coupon payment will be payable to the persons in whose names the ELKS are registered at the close of business on the third Business Day preceding the coupon payment date. If the coupon payment date falls on a day that is not a Business Day, the coupon payment to be made on that coupon payment date will be made on the next succeeding Business Day with the same force and effect as if made on that coupon payment date, and no additional interest will accrue as a result of such delayed payment.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which securities exchanges or banking institutions or trust companies in the City of New York are authorized or obligated by law or executive order to close.

The interest portion of the coupon will represent interest accruing at a rate of approximately % per annum (approximately % per six months) (to be determined on the Pricing Date) from , 2006 until maturity. The interest portion of the coupon will be computed on the basis of a 360-day year of twelve 30-day months.

The ELKS will mature on , 2006. At maturity, you will receive for each ELKS an amount described below.

As a result, if the Trading Price of Intel common stock on any Trading Day after the pricing date up to and including the third Trading Day before maturity is less than or equal to the Downside Trigger Price, the value of Intel common stock you receive at maturity for each ELKS may be less than the price paid for each ELKS, and could be zero. You will not in any case receive cash or shares at maturity with a market value of more than $10 unless (1) the Trading Price of Intel common stock on any Trading Day after the pricing date up to and including the third Trading Day before maturity is less than or equal to the Downside Trigger Price and (2) at maturity the Trading Price of Intel common stock is greater than the Initial Share Price.

In lieu of any fractional share otherwise payable in respect of any ELKS, at maturity you will receive an amount in cash equal to the value of such fractional share. The number of full shares Intel common stock , and any cash in lieu of a fractional share, to be delivered at maturity to each holder will be calculated based on the aggregate number of ELKS held by each holder.

The “Initial Share Price” will equal the price per share of Intel common stock at the market close on the date on which the ELKS are priced for initial sale to the public.

The “Pricing Date” means the date on which the ELKS are priced for initial sale to the public.

A “Market Disruption Event” means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of (1) the shares of Intel common stock (or any other security for which a Trading Price or Closing Price must be determined) on any exchange or market, or (2) any options contracts or futures contracts relating to the shares of Intel common stock (or other relevant security), or any options on such futures contracts, on any exchange or market if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material.

A “Trading Day” means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption Event) on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.

The “Trading Price” of Intel common stock or any other capital stock (as described under “—Dilution Adjustments” below) on any date of determination will be (1) if the common stock or capital stock is listed on a national securities exchange on that date of determination, any reported sale price, regular way, of the principal trading session on that date on the principal national securities exchange on which the common stock or capital stock is listed or admitted to trading, (2) if the common stock or capital stock is not listed on a national securities exchange on that date of determination, or if the reported sale price on such exchange is not obtainable (even if the common stock or capital stock is listed or admitted to trading on such exchange), and the common stock or capital stock is quoted on the Nasdaq National Market, any reported sale price of the principal trading session on that date as reported on the Nasdaq, and (3) if the common stock or capital stock is not quoted on the Nasdaq on that date of determination, or if the reported sale price on the Nasdaq is not obtainable (even if the common stock or capital stock is quoted on the Nasdaq), any reported sale price of the principal trading session on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the Trading Price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the third Trading Day prior to maturity. If no sale price is available pursuant to clauses (1), (2) or (3) above or if there is a Market Disruption Event, the Trading Price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common stock or capital stock obtained from as many dealers in such common stock or capital stock (which may include Citigroup Global Markets Inc. or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. A security “quoted on the Nasdaq National Market” will include a security included for listing or quotation in any successor to such system and the term “OTC Bulletin Board” will include any successor to such service.

The six examples of hypothetical amounts you will receive at maturity set forth below are based on the following assumptions:

*Hypothetical dividend yield is based on expectations of dividends paid from the hypothetical issue date to the hypothetical maturity date, annualized.

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you will receive at maturity will depend on the actual Initial Share Price, the percentage decline from the Initial Share Price which will cause you to receive a fixed number of shares of Intel common stock at maturity instead of cash and the change in the price of Intel common stock from the Initial Share Price during the term of the ELKS.

Example 1: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $16.50 per share, which is not less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $16.50 per share, which is less than the Initial Share Price.

Example 2: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $16.50 per share, which is not less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $19.30 per share, which is equal to the Initial Share Price.

Example 3: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $16.50 per share, which is not less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $23.16 per share, which is greater than the Initial Share Price.

Example 4: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $13.80 per share, which is less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $16.41 per share, which is less than the Initial Share Price.

Amount paid at maturity (excluding coupon payment): 0.51813 shares of Intel common stock (the hypothetical Exchange Ratio) per ELKS having a market value at maturity of $8.50.

Example 5: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $13.80 per share, which is less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $19.30 per share, which is equal to the Initial Share Price.

Amount paid at maturity (excluding coupon payment): 0.51813 shares of Intel common stock (the hypothetical Exchange Ratio) per ELKS having a market value at maturity of $10.00.

Example 6: The lowest trading price of Intel common stock at any time after the Pricing Date up to and including the third trading day before maturity is $13.80 per share, which is less than or equal to 85% of the Initial Share Price, and the closing price of Intel common stock at maturity is $21.23 per share, which is greater than the Initial Share Price.

Amount paid at maturity (excluding coupon payment): 0.51813 shares of Intel common stock (the hypothetical Exchange Ratio) per ELKS having a market value at maturity of $11.00.

The Exchange Ratio will be subject to adjustment from time to time in certain situations. Any of these adjustments could have an impact on the amount to be paid by Citigroup Funding to you at maturity. Citigroup Global Markets Inc., as calculation agent, will be responsible for the effectuation and calculation of any adjustment described herein and will furnish the trustee with notice of any adjustment.

(1) pays a share dividend or makes a distribution with respect to its common stock in such shares of the stock,

(2) subdivides or splits the outstanding shares of its common stock into a greater number of shares,

(3) combines the outstanding shares of the common stock into a smaller number of shares, or

(4) issues by reclassification of its shares of its common stock any shares of other common stock of Intel Corporation,

then, in each of these cases, the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of shares of common stock outstanding immediately after the event, plus, in the case of a reclassification referred to in (4) above, the number of shares of other common stock of Intel Corporation, and the denominator of which will be the number of shares of common stock outstanding immediately before the event. The Initial Share Price and the Downside Trigger Price will also be adjusted in that case in the manner described below.

If Intel Corporation, after the Pricing Date, issues, or declares a record date in respect of an issuance of, rights or warrants to all holders of its common stock entitling them to subscribe for or purchase shares of its common stock at a price per share less than the Then-Current Market Price of the common stock, other than rights to purchase common stock pursuant to a plan for the reinvestment of dividends or interest, then, in each case, the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of shares of common stock outstanding immediately before the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of common stock offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the number of shares of common stock outstanding immediately before the adjustment is effected by reason of the issuance of the rights or warrants, plus the number of additional shares of common stock which the aggregate offering price of the total number of shares of common stock offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price of the common stock, which will be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. To the extent that, after the expiration of the rights or warrants, the shares of common stock offered thereby have not been delivered, the Exchange Ratio will be further adjusted to equal the Exchange Ratio which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the number of shares of common stock actually delivered. The Initial Share Price and the Downside Trigger Price will also be adjusted in that case in the manner described below.

If Intel, after the Pricing Date, declares or pays a dividend or makes a distribution to all holders of the common stock of any class of its capital stock, the capital stock of one or more of its subsidiaries, evidences of its indebtedness or other non-cash assets, excluding any dividends or distributions referred to in the above paragraph and excluding any issuance or distribution to all holders of its common stock, in the form of Marketable Securities, of capital stock of one or more of its subsidiaries, or issues to all holders of its common stock rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries’ securities, other than rights or warrants referred to in the above paragraph, then, in each of these cases, the Exchange Ratio will be

multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of one share of the common stock, and the denominator of which will be the Then-Current Market Price of one share of the common stock, less the fair market value as of the time the adjustment is effected of the portion of the capital shares, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of the common stock. The Initial Share Price and the Downside Trigger Price will also be adjusted in that case in the manner described below. If any capital stock declared or paid as a dividend or otherwise distributed or issued to all holders of Intel common stock consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by the calculation agent by reference to the Trading Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final.

Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which the above paragraph would otherwise apply, the denominator in the fraction referred to in the above formula is less than $1.00 or is a negative number, then Citigroup Funding may, at its option, elect to have the adjustment provided by the above paragraph not be made and in lieu of this adjustment, the Trading Price of Intel common stock on any Trading Day thereafter up to and including the third Trading Day before maturity will be deemed to be equal to the fair market value of the capital stock, evidences of indebtedness, assets, rights or warrants (determined, as of the date this dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) so distributed or issued applicable to one share of Intel common stock and, if the Trading Price of Intel common stock on any Trading Day thereafter, up to and including the third Trading Day before maturity, is less than or equal to the Downside Trigger Price, each holder of the ELKS will have the right to receive at maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by such fair market value.

If Intel Corporation, after the Pricing Date, declares a record date in respect of a distribution of cash, other than any Permitted Dividends described below, any cash distributed in consideration of fractional shares of the common stock and any cash distributed in a Reorganization Event referred to below, by dividend or otherwise, to all holders of its common stock, or makes an Excess Purchase Payment, then the Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the common stock, and the denominator of which will be the Then-Current Market Price of the common stock on the record date less the amount of the distribution applicable to one share of common stock which would not be a Permitted Dividend, or, in the case of an Excess Purchase Payment, less the aggregate amount of the Excess Purchase Payment for which adjustment is being made at the time divided by the number of shares of the common stock outstanding on the record date. The Initial Share Price and the Downside Trigger Price will also be adjusted in that case in the manner described below.

A “Permitted Dividend” is any cash dividend in respect of Intel common stock, other than a cash dividend that exceeds the immediately preceding cash dividend, and then only to the extent that the per share amount of this dividend results in an annualized dividend yield on the common stock in excess of 10%.

An “Excess Purchase Payment” is the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) of all other consideration paid by Intel with respect to one share of common stock acquired in a tender offer or exchange offer by Intel over (y) the Then-Current Market Price of the common stock.

Notwithstanding the foregoing, in the event that, with respect to any dividend, distribution or Excess Purchase Payment to which the sixth paragraph in this section would otherwise apply, the denominator in the fraction referred to in the formula in that paragraph is less than $1.00 or is a negative number, then Citigroup Funding may, at its option, elect to have the adjustment provided by the sixth paragraph in this section not be

made and in lieu of this adjustment, the Trading Price of Intel common stock on any Trading Day thereafter up to and including the third Trading Day before maturity will be deemed to be equal to the sum of the amount of cash and the fair market value of other consideration (determined, as of the date this dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final) so distributed or applied to the acquisition of the common stock in the tender offer or exchange offer applicable to one share of Intel common stock and, if the Trading Price of Intel common stock on any Trading Day thereafter, up to and including the third Trading Day before maturity, is less than or equal to the Downside Trigger Price, each holder of the ELKS will have the right to receive at maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by such sum.

If any adjustment is made to the Exchange Ratio as set forth above, an adjustment will also be made to the Initial Share Price and the Downside Trigger Price. The required adjustment will be made by dividing the Initial Share Price and the Downside Trigger Price by the relevant dilution adjustment.

If Intel Corporation, after the Pricing Date, issues or makes a distribution to all holders of its common stock of the capital shares of one or more of its subsidiaries, in each case in the form of Marketable Securities, and if the Trading Price of Intel common stock at any time after the pricing date up to and including the third Trading Day before maturity (whether intra-day or at the close of trading on any day) is less than or equal to $ (the Downside Trigger Price), then, in each of these cases, each holder of the ELKS will receive at maturity for each ELKS a combination of shares of Intel common stock equal to the Exchange Ratio and a number of shares of such Intel subsidiaries’ capital stock equal to the Exchange Ratio times the number of shares of such subsidiaries’ capital stock distributed per share of Intel common stock. Following the record date for an event described in this paragraph, the “Trading Price” will equal the Trading Price of Intel common stock, plus the Trading Price of such subsidiaries’ capital distributed per stock. In the event a distribution pursuant to this paragraph occurs, following the record date for such distribution, the adjustments described in “— Dilution Adjustments” will also apply to such subsidiaries’ capital stock if any of the events described in “— Dilution Adjustments” occurs with respect to such capital stock.

All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Exchange Ratio will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or repurchase requiring an adjustment as described herein is subsequently canceled by Intel, or this dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other reason, then, upon the cancellation, failure of approval or failure to occur, the Exchange Ratio, the Initial Share Price and the Downside Trigger Price will be further adjusted to the Exchange Ratio, the Initial Share Price and the Downside Trigger Price which would then have

been in effect had adjustment for the event not been made. If a Reorganization Event described below occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Exchange Ratio will not be rescinded but will be applied to the Reorganization Event as provided for below.

The “Then-Current Market Price” of the common stock, for the purpose of applying any dilution adjustment, means the average Closing Price per share of common stock for the ten Trading Days immediately before this adjustment is effected or, in the case of an adjustment effected at the opening of business on the Business Day next following a record date, immediately before the earlier of the date the adjustment is effected and the related Ex-Date. For purposes of determining the Then-Current Market Price, the determination of the Closing Price by the calculation agent in the event of a Market Disruption Event, as described in the definition of Closing Price, may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Trading Day prior to maturity.

The “Closing Price” of Intel common stock (or any other security for which a Closing Price must be determined) on any date of determination will be (1) if the common stock or other security is listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal U.S. exchange on which the common stock or other security is listed or admitted to trading, (2) if the common stock or other security is not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price is not obtainable (even if the common stock or other security is listed or admitted to trading on such exchange), and the common stock or other security is quoted on the Nasdaq National Market, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date as reported on the Nasdaq, and (3) if the common stock or other security is not quoted on the Nasdaq on that date of determination, or if the closing sale price or last reported sale price is not obtainable (even if the common stock or other security is quoted on the Nasdaq), the last quoted bid price for the common stock or other security in the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the Closing Price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the third Trading Day prior to maturity. If no closing sale price or last reported sale price is available pursuant to clauses (1), (2) or (3) above or if there is a Market Disruption Event, the Closing Price on any date of determination, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common stock or other security obtained from as many dealers in such security (which may include Citigroup Global Markets Inc. or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. A security “quoted on the Nasdaq National Market” will include a security included for listing or quotation in any successor to such system and the term “OTC Bulletin Board” will include any successor to such service. If, during any period of ten Trading Days used to calculate the Then-Current Market Price, there occurs any event requiring an adjustment to be effected as described herein, then the Closing Price for each Trading Day in such period of ten Trading Days occurring prior to the day on which such adjustment is effected will be adjusted by being divided by the relevant dilution adjustment.

The “Ex-Date” relating to any dividend, distribution or issuance is the first date on which the shares of common stock trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance.

the Trading Price of Intel common stock on any Trading Day thereafter up to and including the third Trading Day before maturity will be deemed to be equal to the Transaction Value.

(1) for any cash received in a Reorganization Event, the amount of cash received per share of common stock,

(2) for any property other than cash or Marketable Securities received in a Reorganization Event, an amount equal to the fair market value on the date the Reorganization Event is consummated of that property received per share of common stock, as determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final, and

(3) for any Marketable Securities received in a Reorganization Event, an amount equal to the Closing Price per share of common stock of these Marketable Securities on the applicable Trading Day multiplied by the number of these Marketable Securities received for each share of common stock.

“Marketable Securities” are any perpetual equity securities or debt securities with a stated maturity after the maturity date, in each case that are listed on a U.S. national securities exchange or reported by the Nasdaq National Market. The number of shares of any equity securities constituting Marketable Securities included in the calculation of Transaction Value pursuant to clause (3) above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganization Event and maturity of the ELKS that would have required an adjustment as described above, had it occurred with respect to Intel common stock or Intel Corporation Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above.

If Intel common stock has been subject to a Reorganization Event and the Trading Price of Intel common stock on any Trading Day thereafter, up to and including the third Trading Day before maturity, is less than or equal to the Downside Trigger Price, then each holder of the ELKS will have the right to receive per $10 principal amount of ELKS (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of “Transaction Value” above and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio.

Citigroup Funding will be responsible for the calculation and effectuation of any adjustment described herein and will furnish the indenture trustee with notice of any such adjustment.

The ELKS 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.”

In case an Event of Default (as defined in the accompanying prospectus) with respect to any ELKS shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the ELKS will be determined by the calculation agent and will equal, for each ELKS, the amount to be receive at maturity, calculated as though the maturity of the ELKS were the date of early repayment. See “— Determination of the Amount to be Receive at Maturity” above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup, the beneficial owner of an ELKS will not be permitted to make a claim for unmatured

interest against the entity that becomes subject to a bankruptcy proceeding, and therefore, under Section 502(b)(2) of Title 11 of the United States Code, the claim of a beneficial owner of an ELKS will be capped at the cash equivalent of the amount to be receive at maturity calculated as though the maturity date of the ELKS were the date of the commencement of the proceeding, plus an additional amount of coupon accrued on the principal amount of ELKS at approximately % per annum up to the date of the commencement of the proceeding.

In case of default in payment at maturity of the ELKS, the ELKS shall bear interest, payable upon demand of the beneficial owners of the ELKS in accordance with the terms of the ELKS, 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 (or the cash equivalent of such unpaid amount) due.

Citibank, N.A. will serve as paying agent and registrar for the ELKS and will also hold the global security representing the ELKS as custodian for DTC. JPMorgan Chase Bank, N.A., as trustee under an indenture dated as of June 1, 2005, will serve as trustee for the ELKS.

The calculation agent for the ELKS will be Citigroup Global Markets Inc. 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 and the holders of the ELKS. Because the calculation agent is an affiliate of Citigroup Funding and Citigroup, potential conflicts of interest may exist between the calculation agent and the holders of the ELKS, including with respect to certain determinations and judgments that the calculation agent must make in determining amounts due to holders of the ELKS. Citigroup Global Markets Inc. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

According to publicly available documents, Intel Corporation is the world’s largest semiconductor chip maker, developing advanced integrated digital technology platforms for the computing and communications industries. Intel Corporation’s products include chips, boards and other semiconductor components that are the building blocks of computers, servers, and networking and communications products. Intel Corporation is currently subject to the information requirements of the Securities Exchange Act. Accordingly, Intel Corporation files reports (including its Annual Report on Form 10-K for the fiscal year ended December 31, 2005) and other information with the SEC. Intel Corporation’s registration statements, reports and other information may be inspected and copied at offices of the SEC at the locations listed in the section “Prospectus Summary — Where You Can Find More Information” in the accompanying prospectus.

Neither Citigroup Funding nor Citigroup has participated in the preparation of Intel Corporation’s publicly available documents and has not made any due diligence investigation or inquiry of Intel Corporation in connection with the offering of the ELKS. We make no representation that the publicly available information about Intel Corporation is accurate or complete.

The ELKS represent obligations of Citigroup Funding only. Intel Corporation is not involved in any way in this offering and has no obligation relating to the ELKS or to holders of the ELKS.

The common stock of Intel Corporation is quoted on The NASDAQ Stock Market under the symbol “INTC.” The following table sets forth, for each of the quarterly periods indicated, the high and the low sales prices for the Intel common stock, as reported on The NASDAQ Stock Market, as well as the cash dividends paid per share of Intel common stock.

Holders of ELKS will not be entitled to any rights with respect to Intel common stock (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof) prior to receiving shares of Intel commons stock at maturity, if applicable.

According to Intel Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as of January 27, 2006, there were 5,883,000 shares of common stock outstanding.

The following graph sets forth the daily closing price of Intel common stock, as reported on The NASDAQ Stock Market, from January 1, 2000 to April 17, 2006. The data reflected in the graph below was obtained from Bloomberg L.P. Past closing prices of Intel common stock are not necessarily indicative of future Intel common stock closing prices.

The following discussion is a summary of the principal U.S. federal income tax consequences that may be relevant to a holder or a beneficial owner of the ELKS 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 ELKS (a “U.S. Holder”). All references to “holders” (including U.S. Holders) are to beneficial owners of the ELKS. This summary is based on U.S. federal income tax laws, regulations, rulings and decisions in effect as of the Pricing Date, 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 addresses the U.S. federal income tax consequences to U.S. Holders who are initial holders of the ELKS and who will hold the ELKS and, if applicable, Intel common stock as capital assets. 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 ELKS as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment. 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 ELKS or instruments similar to the ELKS 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 ELKS are not certain. No ruling is being requested from the Internal Revenue Service (the “IRS”) with respect to the ELKS 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 ELKS SHOULD CONSULT ITS TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE ELKS, 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 ELKS, Citigroup Funding and each holder agree to treat an ELKS for U.S. federal income tax purposes as a grant by the holder to Citigroup Funding of an option on a forward contract, pursuant to which forward contract each holder will purchase from Citigroup Funding Intel common stock, and under which option (a) at the time of issuance of the ELKS the holder deposits irrevocably with Citigroup Funding a fixed amount of cash to assure the fulfillment of the holder’s purchase obligation described in clause (d) below, (b) at maturity Citigroup Funding will be obligated to pay interest to the holder, as compensation for the use of such cash deposit during the term of the ELKS, (c) Citigroup Funding will be obligated to pay an option premium to the holder in consideration for granting the option, which premium will be payable at maturity (as part of the coupon payment), (d) if pursuant to the terms of the ELKS at maturity the holder is obligated to purchase Intel common stock, then such cash deposit less a portion thereof equal to the option premium payments unconditionally and irrevocably will be applied by Citigroup Funding in full satisfaction of the holder’s purchase obligation under the ELKS, and Citigroup Funding will deliver to the holder the number of shares of Intel common stock that the holder is entitled to receive at that time pursuant to the terms of the ELKS, and (e) if pursuant to the terms of the ELKS at maturity the holder is not obligated to purchase Intel common stock, Citigroup Funding will return such cash deposit to the holder at maturity. (Prospective investors should note that cash proceeds of this offering will not be segregated by Citigroup Funding during the term of the ELKS, 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.) Under the above, agreed-to characterization of the ELKS, (i) amounts paid to Citigroup Funding in respect of the original issue of an ELKS will be treated as allocable in their entirety to the amount of the cash deposit attributable to such ELKS, (ii) amounts denominated as interest will be characterized as interest payable on the amount of such deposit, includible in the income of a U.S. Holder as interest in the manner described below, and (iii) amounts denominated as option premium payment will be characterized as option premium, includible in the income of a U.S. Holder in the manner described below. As

discussed below, there is no assurance that the IRS will agree with this treatment, and alternative treatments of the ELKS could result in less favorable U.S. federal income tax consequences to a holder, including a requirement to accrue income on a current basis.

Taxation of Interest Payments. Under the characterization of the ELKS, agreed to above, the interest payment will be included in the income of a U.S. Holder as interest at the time that such interest is accrued or received in accordance with such U.S. Holder’s method of accounting.

Taxation of Option Premium Payments. Under the characterization of the ELKS, agreed to above, the option premium payment will not be included in the income of a U.S. Holder until sale or other taxable disposition of the ELKS or retirement of the ELKS for cash. Upon the sale or other taxable disposition of the ELKS or at maturity, as the case may be, the option premium payment will be treated in the manner described below.

Taxation of Retirement of an ELKS for Cash. Under the characterization of the ELKS, agreed to above, if at maturity Citigroup Funding pays the ELKS in cash, and pays the interest payment and the option premium payment, then a U.S. Holder (i) would include the interest payment in income as interest in the manner described above and (ii) would recognize short-term capital gain or loss equal to the difference between (x) all cash received at maturity of the ELKS (including the entire amount of option premium) other than the interest payment, and (y) its cash deposit.

Taxation of Other Retirement of an ELKS. Under the characterization of the ELKS, agreed to above, if at maturity under the terms of an ELKS Citigroup Funding delivers the appropriate number of shares of Intel common stock pursuant to the U.S. Holder’s purchase obligation under the ELKS and Citigroup Funding pays the interest payment and the option premium payment, then such U.S. Holder (i) will include the interest payment in income as interest in the manner described above, (ii) will recognize no gain or loss on the purchase of Intel common stock by application of the cash deposit, less the portion thereof equal to the entire amount of the option premium payment, and (iii) will recognize no gain or loss on the entire amount of the option premium payment. The U.S. Holder will have a tax basis in such Intel common stock equal to the U.S. Holder’s original cost for the ELKS in exchange for which such U.S. Holder received such Intel common stock less (x) an amount equal to the entire amount of the option premium payment and less (y) the portion of the tax basis of the ELKS allocable to any fractional share, as described in the next sentence. A U.S. Holder will recognize gain or loss (which will be treated as short-term capital gain or loss) with respect to cash received in lieu of fractional shares, in an amount equal to the difference between the cash received and the portion of the basis of the ELKS allocable to fractional shares (based on the relative number of fractional shares and full shares delivered to the U.S. Holder). A U.S. Holder’s holding period for Intel common stock received will begin on the day following the receipt of such Intel common stock.

If, as a result of one or more dilution adjustments, at maturity Citigroup Funding delivers any combination of cash and Marketable Securities, pursuant to the U.S. Holder’s purchase obligation under the ELKS, although not free from doubt, the U.S. Holder should allocate its cash deposit (less the entire amount of the option premium payment) pro rata to the cash and Marketable Securities received. Under this treatment, the U.S. Holder generally would be taxed as described in the preceding paragraph, except that the U.S. Holder’s basis in any Marketable Securities received would equal the pro rata portion of its deposit (less the entire amount of the option premium payment) allocated thereto and the U.S. Holder would recognize short-term capital gain or loss equal to the difference between the cash received and the amount allocated thereto.

Taxation of Sale or other Taxable Disposition of an ELKS prior to maturity. Under the characterization of the ELKS, agreed to above, upon the sale or other taxable disposition of an ELKS, a U.S. Holder generally will recognize short- term capital gain or loss equal to the difference between (x) an amount equal to the amount realized on the sale or other taxable disposition (to the extent such amount is not attributable to accrued but unpaid interest, which will be taxed as such) and (y) such U.S. Holder’s adjusted tax basis in the ELKS. A U.S. Holder’s adjusted tax basis in an ELKS generally will equal such U.S. Holder’s cost for that ELKS.

Possible Alternative Characterizations. Due to the absence of authority as to the proper characterization of the ELKS 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. In particular, it is possible, for example, that the IRS could maintain that amounts denominated as option premium (i) should be includible in the U.S. Holder’s income as interest in the manner described above regarding the interest payment, or (ii) should be included in a U.S. Holder’s income even in a case where the ELKS is retired for Intel common stock. Such treatment might arise, for example, if the IRS were successfully to maintain that amounts denominated as option premium (i) should be characterized for federal income tax purposes as interest, or (ii) should be treated as a return on the U.S. Holder’s investment in the ELKS that constitutes income.

In the case of a holder of an ELKS 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 ELKS should note that, absent an applicable treaty benefit, the ELKS 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 ELKS.

A U.S. Holder of an ELKS may be subject to information reporting and to backup withholding on certain amounts paid to the U.S. Holder unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and demonstrates this fact, or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. The amount of any backup withholding will be allowed as a credit against such U.S. Holder’s federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished to the IRS.

The terms and conditions set forth in the Global Selling Agency Agreement dated , 2006, among Citigroup Funding, Citigroup and the agents named therein, including Citigroup Global Markets Inc., govern the sale and purchase of the ELKS.

Citigroup Global Markets Inc., acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets Inc., $ principal amount of ELKS ( ELKS), any payments due on which are fully and unconditionally guaranteed by Citigroup. Citigroup Global Markets Inc. proposes to offer some of the ELKS directly to the public at the public offering price set forth on the cover page of this pricing supplement and some of the ELKS to certain dealers at the public offering price less a concession not to exceed $ per ELKS. Citigroup Global Markets Inc. may allow, and these dealers may reallow, a concession not to exceed $ per ELKS on sales to certain other dealers. Sales may also be made through Citicorp Investment Services and Citicorp Financial Services Corp., broker-dealers affiliated with Citigroup Global Markets Inc., acting as agents. Citicorp Investment Services and Citicorp Financial Services Corp. will receive as remuneration a portion of the agent’s discount set forth on the cover of this pricing supplement equal to $ per ELKS for the ELKS they sell. If all of the ELKS are not sold at the initial offering price, Citigroup Global Markets Inc. may change the public offering price and other selling terms.

In order to hedge its obligations under the ELKS, 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 ELKS — The Market Value of the ELKS May Be Affected by Purchases and Sales of Intel Common Stock or Derivative Instruments Related to Intel Common Stock by Affiliates of Citigroup Funding” in this pricing supplement, “Risk Factors — Citigroup Funding’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 Inc. is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements set forth in Rule 2720 of the Conduct Rules of the National Association of Securities Dealers. Client accounts over which Citigroup or its affiliates have investment discretion are NOT permitted to purchase the ELKS, either directly or indirectly.

Each purchaser of the ELKS 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 ELKS through and including the date of disposition of such ELKS that (a) it is not (i) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 29 C.F.R. 2510.3-101 or otherwise, or (iii) a government or other plan subject to federal, state or local law substantially similar to the fiduciary responsibility provisions of ERISA ((i), (ii) and (iii) collectively, “ERISA-Type Plans”); and (b) if it is a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, that is not an ERISA-Type Plan (for example, individual retirement accounts, individual retirement annuities or Keogh plans), none of Citigroup Global Markets Inc., its affiliates or any employee thereof manages the plan or provides advice that serves as a primary basis for the plan’s decision to purchase, hold or dispose of the ELKS. The disclosure in this section replaces the disclosure contained in the section “ERISA Matters” in the accompanying prospectus supplement.

The validity of the ELKS and certain matters relating thereto were passed upon for Citigroup Funding and Citigroup by Michael S. Zuckert. Mr. Zuckert, General Counsel, Finance and Capital Markets of Citigroup and legal counsel to Citigroup Funding, beneficially owns, or has rights to acquire under Citigroup employee benefit plans, an aggregate of less than one percent of the common stock of Citigroup. Certain legal matters were passed upon for the agents by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. Cleary Gottlieb Steen & Hamilton LLP has from time to time acted as counsel for Citigroup and certain of its subsidiaries, including Citigroup Funding, and may do so in the future.

You should rely only on the information contained or incorporated by reference in this pricing supplement and accompanying prospectus and prospectus supplement. 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.


Investment Products		Not FDIC Insured		May Lose Value		No Bank Guarantee


	High	Low	Dividend
2001
Quarter
First	38.5938	24.5625	0.0200
Second	32.5700	22.2500	0.0200
Third	32.2300	18.9600	0.0200
Fourth	34.8500	19.0800	0.0200
2002
Quarter
First	36.7800	28.5000	0.0200
Second	31.4500	17.4500	0.0200
Third	19.8800	12.9500	0.0200
Fourth	22.0900	12.9500	0.0200
2003
Quarter
First	19.0100	14.8800	0.0200
Second	22.9190	16.2800	0.0200
Third	29.3800	20.5100	0.0200
Fourth	34.5000	27.5900	0.0200


	High	Low	Dividend
2004
Quarter
First	34.6000	26.0300	0.0400
Second	29.0100	25.6100	0.0400
Third	27.4800	19.6400	0.0400
Fourth	24.9900	20.2200	0.0400
2005
Quarter
First	25.4700	21.8900	0.0800
Second	27.7500	21.9400	0.0800
Third	28.8400	23.8200	0.0800
Fourth	27.4901	22.5300	0.0800
2006
Quarter
First	26.6300	19.3100	0.1000
Second (through April 20, 2006)	19.0000	19.9400	0.0000


		Page
Pricing Supplement
Summary Information — Q&A		PS - 2
Risk Factors Relating to the ELKS		PS - 6
Description of the ELKS		PS - 10
Intel Corporation		PS - 21
Historical Data on the Common Stock of Intel Corporation		PS - 21
Certain United States Federal Income Tax Considerations		PS - 23
Plan of Distribution		PS - 26
ERISA Matters		PS - 26
Legal Matters		PS - 27

Prospectus Supplement
Risk Factors		S - 3
Important Currency Information		S - 6
Description of the Notes		S - 7
Certain United States Federal Income Tax Considerations		S - 33
Plan of Distribution		S - 40
ERISA Matters		S - 41

Prospectus
Prospectus Summary		1
Ratio of Income to Fixed Charges and Ratio of Income to Combined Fixed Charges Including Preferred Stock Dividends		4
Forward-Looking Statements		6
Citigroup Inc.		6
Citigroup Funding Inc.		6
Use of Proceeds and Hedging		7
European Monetary Union		8
Description of Debt Securities		8
Description of Index Warrants		21
Description of Debt Security and Index Warrant Unit		24
Limitations on Issuances in Bearer Form		25
Plan of Distribution		26
ERISA Matters		29
Legal Matters		29
Experts		29

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	Example 1			Example 2			Example 3			Example 4			Example 5			Example 6
Hypothetical Initial Share Price (per share)	$	19.30		$	19.30		$	19.30		$	19.30		$	19.30		$	19.30
85% of hypothetical Initial Share Price (per share)	$	16.41		$	16.41		$	16.41		$	16.41		$	16.41		$	16.41
Hypothetical lowest trading price (per share)	$	16.50		$	16.50		$	16.50		$	13.80		$	13.80		$	13.80
Is the hypothetical lowest trading price less than or equal to 85% of the hypothetical Initial Share Price?		No			No			No			Yes			Yes			Yes
Will 0.51813 (the hypothetical Exchange Ratio) shares of Intel common stock be delivered at maturity?		No			No			No			Yes			Yes			Yes
Hypothetical closing price at maturity (per share)	$	16.50		$	19.30		$	23.16		$	16.41		$	19.30		$	21.23
Amount paid at maturity (cash or market value of Intel common stock per ELKS, excluding coupon payment)	$	10.00		$	10.00		$	10.00		$	8.50		$	10.00		$	11.00

Amount paid at maturity (cash or market value of Intel common stock per ELKS, including coupon payment)	$	10.425		$	10.425		$	10.425		$	8.925		$	10.425		$	11.425
Return on Intel common stock (excluding cash dividend payments)		-14.50	%		0.00	%		20.00	%		-15.00	%		0.00	%		10.00	%
Return on ELKS (excluding coupon payment)		0.00	%		0.00	%		0.00	%		-15.00	%		0.00	%		10.00	%
Return on Intel common stock (including cash dividend payments)		-13.46	%		1.04	%		21.04	%		-13.96	%		1.04	%		11.04	%
Return on ELKS (including coupon payment)		4.25	%		4.25	%		4.25	%		- -10.75	%		4.25	%		14.25	%