Final Pricing Supplement

Filed Pursuant to Rule 424(b)(2) and Rule 424(b)(8)
Registration Nos. 333-132370 and 333-132370-01

(To Prospectus Supplement Dated April 13, 2006 and Prospectus Dated March 10, 2006)

The ELKS represent obligations of Citigroup Funding Inc. only and do not represent an obligation of or interest in Comcast Corporation or any of its affiliates. Comcast Corporation is not involved in any way in this offering and has not authorized, sponsored or consented to the issuance 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, the accompanying prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect that delivery of the ELKS will be made against payment therefor on or about November 26, 2007. Because the ELKS will not settle in T+3, purchasers who wish to trade the ELKS on the date hereof or the next four business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own investment advisor.

Because the terms of the ELKS differ from those of conventional debt securities in that the amount due at maturity will be based on the final stock price or the closing price of Comcast common stock on the valuation date, an investment in the ELKS entails significant risks not associated with similar investments in a conventional debt security, including, among other things, fluctuations in the value of Comcast 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 Comcast Common Stock Declines

The amount you receive at maturity will depend on the final stock price of Comcast common stock or the closing price of Comcast common stock on the valuation date, as applicable. As a result, the amount you receive may be less than the amount you paid for your ELKS, except to the extent of the interest payable on the ELKS. If the final stock price of Comcast common stock or the closing price of Comcast common stock on the valuation date, as applicable, is less than the initial share price of $19.7649, the amount you receive at maturity for each ELKS may 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 interest payable on the ELKS. This will be true even if the trading price of Comcast common stock exceeds the initial share price at one or more times after the date of this pricing supplement up to and including the valuation date.

As a result of the cap price, the ELKS provide less opportunity for equity appreciation than a direct investment in Comcast common stock. The cap price limits the portion of any appreciation in the value of Comcast common stock in which you will share to 14.90% of the initial share price. If the value of Comcast common stock increases by more than 14.90% during the term of the ELKS, the yield on the ELKS may be less than the yield on Comcast common stock or a similar security that was directly linked to Comcast common stock but was not subject to a cap on appreciation.

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

The ELKS bear interest at the rate of 8.50% per annum. As a result, if the final stock price of Comcast common stock or if the closing price of Comcast common stock on the valuation date, as applicable, is less than $19.7649 (resulting in you receiving a total amount at maturity that may be less than the principal amount of your ELKS), the effective yield on the ELKS may be less than that which would be payable on a conventional fixed-rate, non-callable 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

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 Comcast 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.

Comcast 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 Comcast common stock changes from the initial share price of $19.7649. However, changes in the price of Comcast 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 Comcast common stock exceeds the initial share 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 Comcast common stock will continue to fluctuate between that time and the time when the amount you receive at maturity is determined. In addition, significant increases in the value of Comcast 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 limited by the cap price. If you choose to sell your ELKS when the price of Comcast common stock is below the initial share price, you may receive less than the amount you originally invested.

The value of Comcast common stock will be influenced by Comcast Corporation’s results from 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 Comcast Corporation is a part. Citigroup Funding’s hedging activities in Comcast 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 Comcast common stock .

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

Events Involving Comcast Corporation. General economic conditions and earnings results of Comcast 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 Comcast common stock increases, we expect that the market value of the ELKS may decrease because the value of any cash or shares you will receive at maturity will not reflect the value of such dividend payments. Conversely, if the dividend yield on Comcast 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 Comcast common stock the longer the time remaining to maturity. A “time premium or discount” results from expectations concerning the value of Comcast 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 Comcast common stock related to the ELKS by us or one or more of our affiliates will likely involve trading in Comcast common stock or in other instruments, such as options, swaps or futures based upon Comcast common stock . This hedging activity could affect the market price of Comcast 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. Profit or loss from this hedging activity could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your notes in the secondary market.

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

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

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

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

You Will Have No Rights Against Comcast Corporation Unless and Until You Receive Comcast Common Stock at Maturity, if Applicable

You will have no rights against Comcast Corporation even though the market value of the ELKS and the amount you will receive at maturity depend on the price of Comcast common stock.

Comcast 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 Comcast common stock unless and until you receive shares of Comcast common stock at maturity.

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

The amount you receive at maturity is subject to adjustment for a number of events arising from stock splits and combinations, stock dividends, a number of other actions of Comcast Corporation that modify its capital structure and a number of other transactions involving Comcast Corporation, as well as for the liquidation, dissolution or winding up of Comcast Corporation. Moreover, in connection with certain limited reorganization events, we will have the right to call the ELKS. 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 Comcast common

stock, such as offerings of Comcast common stock for cash or in connection with acquisitions. Because of the relationship of the amount you receive at maturity to the price of Comcast 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 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 Comcast Common Stock or Derivative Instruments Related to Comcast common stock by Affiliates of Citigroup Funding

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

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

Citigroup Global Markets, which is acting as the calculation agent for the ELKS, is an affiliate of ours. As a result, Citigroup Global Markets’ duties as calculation agent, including with respect to making 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 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 characterizations of the ELKS may affect the U.S. tax consequences of an investment in the ELKS, including for non-U.S. investors.

The description in this pricing supplement of the particular terms of the ELKS supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

The ELKS bear interest at the rate of approximately 8.50% per annum, calculated on the basis of a 360-day year of twelve 30-day months. A coupon of $0.42 per $19.7649 principal amount of ELKS will be paid in cash on February 26, 2008, May 26, 2008, August 26, 2008 and November 26, 2008 (maturity).

Interest will be payable to the investors in whose names the ELKS are registered at the close of business on the Business Day preceding each interest payment date. If an interest payment date falls on a day that is not a Business Day, the interest payment to be made on that interest payment date will be made on the next succeeding Business Day with the same force and effect as if made on that interest 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 the 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 ELKS will mature on November 26, 2008. At maturity, you will receive for each ELKS you hold an amount described below.

At maturity, you will receive for each $19.7649 principal amount of ELKS either:

As a result, if the Final Stock Price is less than the Initial Share Price, the cash amount you receive at maturity for each ELKS will be less than the principal amount of each ELKS and could be zero. You will not in any case receive cash at maturity in an amount greater than the product of (i) the Exchange Ratio, (ii) the Final Stock Price and (iii) a ratio equal to the Cap Price divided by the Final Stock Price.

The “Exchange Ratio” equals 1 share of Comcast common stock for each ELKS of $19.7649 principal amount (subject to the dilution adjustments described below under “—Dilution Adjustments”).

The “Final Stock Price” equals the arithmetic average of the VWAP of Comcast common stock on each of the five Trading Days up to and including the Valuation Date. “VWAP” means the volume weighted average price of Comcast common stock as displayed on Bloomberg page CMCSA <EQUITY> AQR from 9:30am to 4:00pm on any relevant Trading Day.

The “Cap Price” equals $22.71 (approximately 114.90% of the Initial Share Price).

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) Comcast common stock (or any other security for which a Closing Price must be determined) on any exchange or market, or (2) any options contracts or futures contracts relating to Comcast common stock (or other 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 “Closing Price” of Comcast common stock or any other capital stock on any date of determination will be (1) if the common stock or capital stock are 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 capital stock are listed or admitted to trading, and (2) if the common stock or other security are 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), the last quoted bid price for the common stock or other security in the over-the-counter market on that date as reported by 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 three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the fourth Trading Day before the Valuation Date. If no closing sale price or last reported sale price of the principal trading session is available pursuant to clauses (1) or (2) 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 capital stock obtained from as many dealers in such shares or stock (which may include Citigroup Global Markets 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. The term “OTC Bulletin Board” will include any successor to such service.

Instead of receiving an amount in cash at maturity (as described above), you may elect to receive at maturity for each $19.7649 principal amount of ELKS, a number of shares of Comcast common stock equal to either:

As a result, if you elect the stock settlement option and if the Closing Price of Comcast common stock on the Valuation Date is less than the Initial Share Price, the value of the shares of Comcast common stock you receive at maturity for each ELKS may be less than the principal amount of each ELKS and could be zero. You will not in any case receive shares of Comcast common stock with a value on the Valuation Date greater than the product of (i) the Exchange Ratio and (ii) a ratio equal to the Cap Price divided by the Closing Price of Comcast common stock on the Valuation Date.

If you elect to exercise this stock settlement option, you must provide irrevocable written notice of your election to Citigroup Funding Inc. on or before November 10, 2008. If you do not elect to receive cash at maturity, you will be deemed to have (1) instructed Citigroup Funding to pay the cash value of the number of Comcast common stock equal to either (i) the Exchange Ratio or (ii) the product of (x) the Exchange Ratio and (y) a ratio equal to the Cap Price divided by the Closing Price of Comcast common stock on the Valuation Date, as applicable, to the stock delivery agent, and (2) instructed the stock delivery agent to purchase for you Comcast common stock based on its Closing Price on the Valuation Date.

The payment of cash to the stock delivery agent by Citigroup Funding pursuant to your deemed instruction will fully satisfy Citigroup Funding’s obligation to you under the ELKS, and the stock delivery agent will then be obligated to purchase shares of Comcast common stock for you based on its Closing Price on the Valuation Date. Citigroup Global Markets has agreed to act as stock delivery agent for the ELKS.

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. Citigroup Global Markets, 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.

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 common stock outstanding immediately after the event, plus, in the case of a reclassification referred to in (4) above, the number of other common stock of Comcast Corporation, and the denominator of which will be the number of common stock outstanding immediately before the event. The Initial Share Price and the Cap Price will also be adjusted in that case in the manner described below.

If Comcast Corporation, after the date of this pricing supplement, 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 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 common stock outstanding immediately before the adjustment is effected, plus the number of additional common stock offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the number 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 common stock which the aggregate offering price of the total number 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 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 common stock actually delivered. The Initial Share Price and the Cap Price will also be adjusted in that case in the manner described below.

If Comcast Corporation, after the date of this pricing supplement, 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 common stock, and the denominator of which will be the Then-Current Market Price of one common stock, less the fair market value as of the time the adjustment is effected of the portion of the capital stock, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one common stock. The Initial Share Price and the Cap 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 Comcast 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 Closing 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 Comcast common stock on any Trading Day thereafter up to and including the Valuation Date 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 common stock and, if the Trading Price of Comcast common stock on any Trading Day thereafter, up to and including the Valuation Date, is less than or equal to the Initial Share 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.

The “Trading Price” of the Comcast common stock or any other capital stock on any date of determination will be (1) if the security 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 security is listed or admitted to trading, and (2) if the security 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 security is listed or admitted to trading on such exchange), 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 three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the fifth Trading Day before the Valuation Date. If no sale price is available pursuant to clauses (1) or (2) 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 security obtained from as many dealers in such security (which may include Citigroup Global Markets 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. The term “OTC Bulletin Board” will include any successor to such service.

If Comcast Corporation, after the date of this pricing supplement, 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 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 common stock outstanding on the record date. The Initial Share Price and the Cap Price will also be adjusted in that case in the manner described below.

A “Permitted Dividend” is any cash dividend in respect of Comcast 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 Comcast Corporation with respect to one share of common stock acquired in a tender offer or exchange offer by Comcast Corporation, 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 Comcast common stock on any Trading Day thereafter up to and including the fifth 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 common stock and, if the Trading Price of Comcast common stock on any Trading Day thereafter, up to and including The Valuation Date, is less than or equal to the Initial Share 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 Cap Price. The required adjustment will be made by dividing the Initial Share Price and the Cap Price by the relevant dilution adjustment.

If Comcast Corporation, after the date of this pricing supplement, issues or makes a distribution to all holders of its common stock of the capital stock of one or more of its subsidiaries, in each case in the form of Marketable Securities, and if the Trading Price at any time after the date on which the ELKS are priced for initial sale to the public up to and including the Valuation Date (whether intra-day or at the close of trading on any day) is less than or equal to the Initial Share Price, then, in each of these cases, each holder of the ELKS will receive at maturity for each ELKS a combination of Comcast common stock equal to the Exchange Ratio and a number of shares of such Comcast Corporation subsidiaries’ capital stock equal to the Exchange Ratio times the number of shares of such subsidiaries’ capital stock distributed per share of Comcast common stock . Following the record date for an event described in this paragraph, the “Trading Price” will equal the Trading Price of Comcast common stock, plus the Trading Price of such subsidiaries’ capital stock times the number of shares of such subsidiaries’ capital stock distributed per share of Comcast common 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 Comcast Corporation, 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 Cap Price will be further adjusted to the Exchange Ratio, the Initial Share Price and the Cap 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 three consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Trading Day prior to maturity. 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 common stock trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance.

Subject to Citigroup Funding’s right to call the ELKS upon the occurrence of a Callable Reorganization Event, as described in the last four paragraphs of this section, in the event of any of the following “Reorganization Events”:

the Trading Price of Comcast common stock on any Trading Day thereafter up to and including The Valuation Date before maturity will be deemed to be equal to the Transaction Value.

(1) for any cash received in a Reorganization Event or a Callable 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 or a Callable Reorganization Event, an amount equal to the market value on the date the Reorganization Event is consummated, or, in the case of a Callable Reorganization Event, on the Effective Date, of that property received or to be 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 or a Callable Reorganization Event, an amount equal to the Closing Price per share 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. 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 that would have required an adjustment as described above, had it occurred with respect to Comcast common stock or Comcast Corporation. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above.

If Comcast common stock has been subject to a Reorganization Event and the Trading Price of Comcast common stock on any Trading Day thereafter, up to and including the Valuation Date, is less than or equal to the Cap Price, then each holder of the ELKS will have the right to receive per $19.7649 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 have the right to call the ELKS at any time, in whole but not in part, for the Call Price described below, in the event that Comcast Corporation enters into a definitive agreement with respect to a Callable Reorganization Event. A Callable Reorganization Event is a Reorganization Event where the cash, securities (other than Marketable Securities) or other property to be received by Comcast Corporation has a market value on Effective Date greater than or equal to 25% of the Transaction Value (as defined above) on the Effective Date. The “Effective Date” is the date on which Comcast Corporation publicly announces its entry into a definitive agreement with respect to a Reorganization Event.

If Citigroup Funding elects to call the ELKS, no later than three business days after such Call Date, you will receive notice of the call, the Call Price to be paid and the exact call payment date, which will be no more than five business days after the Call Date. On the call payment date you will receive an amount per ELKS equal to the Call Price only. No accrued and unpaid interest will be paid on the ELKS if they are called prior to maturity. The Call Price per ELKS will be determined by multiplying $19.7649 by the applicable percentage listed in the following table:

If the Call Date is not one of the monthly call dates listed above, the applicable Call Price will be based on the Call Price for the date listed above immediately preceding the Call Date and the date listed above immediately following the Call Date. All determinations related to the call of the ELKS will be made by the Calculation Agent in its sole discretion, using commercially reasonable methods.

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 received at maturity, calculated as though the maturity of the ELKS were the date of early repayment. See “—Determination of the Amount To Be Received 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 the beneficial owner of an ELKS will be capped at the cash equivalent of the amount to be received 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 interest accrued on the principal amount of ELKS at 8.50% 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 5% 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. The Bank of New York, as successor 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. 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 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, Comcast Corporation is the largest cable operator in the United States and offers a variety of consumer entertainment and communication products and services. Comcast Corporation is currently subject to the information requirements of the Securities Exchange Act. Accordingly, Comcast Corporation files reports (including its Annual Report on Form 10-K for the year ended December 31, 2006) and other information with the SEC. Comcast Corporation’s registration statements, reports and other information are available to the public from the SEC’s website at http://www.sec.gov and also may be inspected and copied at the SEC at the location 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 Comcast Corporation’s publicly available documents and has not made any due diligence investigation or inquiry of Comcast Corporation in connection with the offering of the ELKS. We make no representation that the publicly available information about Comcast Corporation is accurate or complete.

The ELKS represents obligations of Citigroup Funding and Citigroup only. Comcast 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 Comcast common stock is listed on NASDAQ under the symbol “CMCSA.” The following table sets forth, for each of the quarterly periods indicated, the high and the low sales prices for Comcast common stock, as reported on NASDAQ, and adjusted to reflect stock splits, as well as the cash dividends paid per share of Comcast common stock.

According to Comcast Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, as of December 31, 2006, after giving effect to its February 2007 stock split, there were 2,060,357,960 shares of Class A common stock outstanding. During the period reflected in the table below, Comcast Corporation split its stock 3 for 2 on February 21, 2007. The data appearing in the table below has been adjustment to reflect the splits.

Holders of ELKS will not be entitled to any rights with respect to Comcast common stock (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).

The following summary addresses the principal U.S. federal income tax consequences to initial holders of the ELKS who will hold the ELKS as capital assets. All references to “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 date of this prospectus supplement, all of which are subject to change at any time (possibly with retroactive effect). As the law is technical and complex, the discussion below necessarily represents only a general summary.

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

No statutory, judicial or administrative authority directly addresses the characterization of the 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, each holder agrees with Citigroup Funding that Citigroup Funding and such holder intend to treat an ELKS for U.S. federal income tax purposes as a capped prepaid forward purchase contract to purchase the Comcast common stock at maturity, under the terms of which contract (a) at the time of issuance of the ELKS the holder deposits irrevocably with Citigroup Funding a fixed amount of cash equal to the purchase price of the ELKS to assure the fulfillment of the holder’s purchase obligation described in clause (c) below, which deposit will unconditionally and irrevocably be applied at maturity to satisfy such obligation, (b) until maturity Citigroup Funding will be obligated to pay interest on such deposit at a rate equal to the stated rate of interest on the ELKS as compensation to the holder for Citigroup Funding’s use of such cash deposit during the term of the ELKS and (c) at maturity such cash deposit unconditionally and irrevocably will be applied by Citigroup Funding in full satisfaction of the holder’s obligation under the forward purchase contract and Citigroup Funding will deliver to the holder the cash value (or, if the holder so elects, the number of shares) of the Comcast common stock that the holder is entitled to receive at that time pursuant to the terms of the ELKS. (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 “Use of Proceeds and Hedging” in the accompanying prospectus.) Consistent with the above characterization, (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, and (ii) amounts denominated as interest that are payable with respect to the ELKS will be characterized as interest payable on the amount of such deposit.

The following is a summary of certain United States federal income tax consequences that will apply to a beneficial owner of an 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”).

Under the above characterization of the ELKS, amounts denominated as interest that are payable with respect to the ELKS will be includible annually in the income of a U.S. Holder as interest income in accordance with such holder’s method of accounting.

In addition, under the above characterization of the ELKS, if a U.S. Holder receives cash at maturity or upon the redemption, sale or other taxable disposition of an ELKS, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized at maturity or upon the redemption, 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 the U.S. Holder’s cost for the ELKS. Such gain or loss will be long-term capital gain or loss, if the U.S. Holder has held the ELKS for more than one year at the time of disposition. U.S. Holders should consult their own tax advisors regarding the date of the commencement of the holding period for the ELKS.

If a U.S. Holder elects to receive common stock at maturity, under the above characterization of the ELKS, a U.S. Holder will recognize, upon receipt of such shares of common stock at maturity, no gain or loss on the purchase of the shares of common stock by application of the monies received by Citigroup Funding in respect of the ELKS. A U.S. Holder will have a tax basis in such stock equal to the U.S. Holder’s tax basis in the ELKS (less 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 may be treated as short-term capital gain or loss without regard to its holding period for the ELKS) 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 holder).

If, as a result of one or more dilution adjustments, at maturity Citigroup Funding delivers any combination of cash, shares of Comcast common stock, 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 pro rata to the cash, shares of Comcast common stock, 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 shares of Comcast common stock and Marketable Securities received would equal their respective pro rata portions of its deposit allocated thereto and the U.S. Holder would recognize capital gain or loss equal to the difference between the cash received and the amount allocated thereto. Such gain or loss will be long-term capital gain or loss, if the U.S. Holder has held the ELKS for more than one year at the time of disposition.

It is possible that the IRS could seek to characterize the ELKS in a manner that results in tax consequences different from those described above. Under alternative characterizations of the ELKS, it is possible, for example, that the ELKS could be treated as including a debt instrument and a forward contract or two or more options. Under these alternative characterizations, the timing and character of income from the ELKS could differ substantially.

If the value of the shares of Comcast common stock received by a U.S. Holder is greater than the U.S. Holder’s purchase price for the ELKS, it is possible that the IRS would treat the U.S. Holder as if at maturity of the ELKS it had received a taxable cash payment from Citigroup Funding, and had then used that cash to purchase a number of Comcast common shares. Under this treatment, the U.S. Holder would be required to recognize capital gain equal to the difference between the amount of cash paid by Citigroup Funding to Citigroup Global Markets with respect to the U.S. Holder’s ELKS and the U.S. Holder’s purchase price for the ELKS. Under this treatment, the U.S. Holder’s tax basis in the shares of Comcast common stock received would be equal to the amount of cash paid by Citigroup Funding to Citigroup Global Markets with respect to the U.S. Holder’s ELKS. The IRS also may seek to treat the U.S. Holder as receiving Comcast common stock as payment in kind in substitution for a payment of cash such U.S. Holder would have been entitled to in the absence of the Stock Settlement Election. Under this treatment,

the U.S. Holder would be required to recognize capital gain equal to the difference between the fair market value of the shares of Comcast common stock received and the U.S. Holder’s purchase price for the ELKS. Under this treatment, the U.S. Holder’s tax basis in the shares of Comcast common stock received would be equal to their fair market value at the time received. Citigroup Funding believes that, if at maturity of the ELKS a U.S. Holder receives Comcast common stock, for U.S. federal income tax purposes, it is reasonable to treat a U.S. Holder as purchasing shares (rather than receiving cash or an in-kind payment) under the forward contract, because (a) a U.S. Holder is, upon election, entitled to receive at maturity of the ELKS a number of shares of Comcast common stock equal to the Exchange Ratio set forth in the terms of the ELKS, (b) the electing U.S. Holder will automatically receive such stock, pursuant to a pre-existing agreement between Citigroup Funding and Citigroup Global Markets and deemed instructions from the holder to Citigroup Funding and Citigroup Global Markets., and (c) the amount of cash a non-electing U.S. Holder would be entitled to receive under the ELKS generally will differ from the amount of cash that would be necessary to purchase the number of shares of Comcast common stock received by the electing U.S. Holder under the ELKS.

The following is a summary of certain United States federal income tax consequences that will apply to a beneficial owner of an ELKS that is a non-resident alien individual or a foreign corporation of the ELKS (a “Non-U.S. Holder”).

The interest payments received by a Non-U.S. Holder 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 Non-U.S. Holder 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.

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 April 20, 2006, among Citigroup Funding, Citigroup and the agents named therein, including Citigroup Global Markets, govern the sale and purchase of the ELKS.

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets, $350,036,379.00 principal amount of ELKS (17,710,000 ELKS), any payments due on which are fully and unconditionally guaranteed by Citigroup Inc. Citigroup Global Markets proposes to offer the ELKS directly to the public at the public offering price set forth on the cover page of this pricing supplement.

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 Comcast common stock or Derivative Instruments Related to Comcast 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 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 Notes 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 Notes through and including the date of disposition of such Notes that either:

Please also refer to the section “ERISA Matters” in the accompanying prospectus supplement and prospectus.

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

TABLE OF CONTENTS


		Page
Pricing Supplement
Risk Factors Relating to the ELKS		PS-2
Description of the ELKS		PS-4
Comcast Corporation.		PS-12
Historical Data on the Common Stock of Comcast Corporation		PS-13
Certain United States Federal Income Tax Considerations		PS-14
Plan of Distribution		PS-17
ERISA Matters		PS-18

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
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 Units		24
Limitations on Issuances in Bearer Form		25
Plan of Distribution		26
ERISA Matters		29
Legal Matters		29
Experts		29

Citigroup Funding Inc.

Medium-Term Notes, Series D

17,710,000 Equity LinKed

Securities (ELKS^®)

Based Upon the Class A Common Stock of

Comcast Corporation

Due November 26, 2008

($19.7649 Principal Amount Per ELKS)

Any Payments Due from

Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

November 14, 2007

(Including Prospectus Supplement Dated

April 13, 2006 and Prospectus Dated

March 10, 2006)

LOGO


Class of securities offered	Aggregate offering price	Amount of registration fee
Medium-Term Senior Notes, Series D	$350,036,379.00	$10,746.12(1)


	Per ELKS		Total
Public Offering Price	$	19.7649	$	350,036,379.00
Agent’s Discount	$	0.00	$	0.00
Proceeds to Citigroup Funding Inc. (before expenses)	$	19.7649	$	350,036,379.00


	Monthly Call Dates
Closing Price of Comcast Class A Common Stock on the Call Date	11/14/07	12/14/07	1/14/08	2/14/08	3/14/08	4/14/08	5/14/08	6/14/08	7/14/08	8/14/08	9/14/08	10/14/08	11/21/08
$11.86	69.31%	67.88%	67.99%	68.13%	66.11%	66.21%	66.27%	64.16%	64.17%	64.21%	62.09%	62.08%	62.06%
12.35	71.66%	70.26%	70.40%	70.56%	68.56%	68.68%	68.75%	66.66%	66.67%	66.70%	64.59%	64.58%	64.55%
12.85	73.98%	72.61%	72.77%	72.96%	70.98%	71.13%	71.22%	69.14%	69.16%	69.20%	67.09%	67.08%	67.05%
13.34	76.25%	74.91%	75.11%	75.34%	73.38%	73.56%	73.68%	71.62%	71.65%	71.70%	69.59%	69.58%	69.55%
13.84	78.48%	77.17%	77.41%	77.67%	75.75%	75.97%	76.11%	74.08%	74.14%	74.19%	72.09%	72.08%	72.04%
14.33	80.65%	79.38%	79.66%	79.96%	78.08%	78.33%	78.52%	76.52%	76.61%	76.68%	74.58%	74.57%	74.54%
14.82	82.76%	81.53%	81.85%	82.20%	80.36%	80.66%	80.89%	78.94%	79.06%	79.16%	77.08%	77.07%	77.04%
15.32	84.80%	83.62%	83.99%	84.38%	82.59%	82.95%	83.23%	81.32%	81.49%	81.63%	79.57%	79.57%	79.54%
15.81	86.79%	85.64%	86.06%	86.50%	84.76%	85.17%	85.51%	83.66%	83.89%	84.08%	82.06%	82.07%	82.03%
16.31	88.70%	87.60%	88.06%	88.55%	86.87%	87.33%	87.73%	85.95%	86.25%	86.51%	84.54%	84.57%	84.53%
16.80	90.54%	89.48%	89.99%	90.54%	88.90%	89.43%	89.89%	88.19%	88.55%	88.89%	86.99%	87.06%	87.03%
17.29	92.31%	91.29%	91.85%	92.44%	90.86%	91.45%	91.98%	90.35%	90.80%	91.23%	89.42%	89.55%	89.52%
17.79	94.00%	93.03%	93.63%	94.27%	92.74%	93.39%	93.98%	92.44%	92.97%	93.51%	91.81%	92.03%	92.02%
18.28	95.62%	94.68%	95.32%	96.01%	94.53%	95.24%	95.91%	94.44%	95.07%	95.71%	94.14%	94.49%	94.52%


	Monthly Call Dates
Closing Price of Comcast Class A Common Stock on the Call Date	11/14/07	12/14/07	1/14/08	2/14/08	3/14/08	4/14/08	5/14/08	6/14/08	7/14/08	8/14/08	9/14/08	10/14/08	11/21/08
18.78	97.16%	96.25%	96.94%	97.68%	96.24%	97.01%	97.74%	96.35%	97.07%	97.83%	96.40%	96.91%	62.06%
19.27	98.62%	97.75%	98.47%	99.25%	97.86%	98.68%	99.48%	98.16%	98.97%	99.85%	98.58%	99.28%	64.55%
19.76	100.00%	99.16%	99.92%	100.75%	99.39%	100.26%	101.11%	99.87%	100.77%	101.75%	100.64%	101.56%	67.05%
20.26	101.31%	100.51%	101.30%	102.16%	100.84%	101.75%	102.66%	101.48%	102.45%	103.54%	102.58%	103.73%	69.55%
20.75	102.56%	101.78%	102.59%	103.48%	102.19%	103.14%	104.10%	102.97%	104.02%	105.21%	104.38%	105.76%	72.04%
21.25	103.73%	102.97%	103.80%	104.72%	103.46%	104.45%	105.44%	104.37%	105.47%	106.74%	106.02%	107.61%	74.54%
21.74	104.82%	104.08%	104.94%	105.89%	104.65%	105.66%	106.68%	105.65%	106.80%	108.14%	107.52%	109.27%	77.04%
22.24	105.85%	105.13%	106.01%	106.97%	105.75%	106.78%	107.83%	106.83%	108.01%	109.40%	108.85%	110.72%	79.54%
22.73	106.83%	106.12%	107.01%	107.98%	106.78%	107.82%	108.89%	107.91%	109.12%	110.54%	110.02%	111.96%	82.03%
23.22	107.74%	107.03%	107.93%	108.92%	107.72%	108.77%	109.86%	108.89%	110.11%	111.55%	111.05%	112.99%	84.53%
23.72	108.58%	107.88%	108.79%	109.79%	108.59%	109.64%	110.74%	109.78%	111.01%	112.44%	111.92%	113.82%	87.03%
24.21	109.37%	108.68%	109.60%	110.59%	109.39%	110.45%	111.54%	110.58%	111.80%	113.22%	112.67%	114.48%	89.52%
24.71	110.11%	109.42%	110.33%	111.33%	110.13%	111.18%	112.27%	111.30%	112.50%	113.90%	113.29%	114.99%	92.02%
25.20	110.79%	110.10%	111.02%	112.01%	110.81%	111.85%	112.93%	111.94%	113.12%	114.48%	113.81%	115.37%	94.52%
25.69	111.43%	110.75%	111.65%	112.64%	111.43%	112.45%	113.52%	112.51%	113.66%	114.98%	114.23%	115.65%	97.02%
26.19	112.03%	111.33%	112.23%	113.21%	111.99%	113.00%	114.05%	113.02%	114.14%	115.40%	114.57%	115.85%	99.51%
26.68	112.57%	111.87%	112.77%	113.74%	112.50%	113.50%	114.53%	113.47%	114.55%	115.76%	114.84%	115.99%	102.01%
27.18	113.09%	112.38%	113.26%	114.22%	112.97%	113.94%	114.95%	113.86%	114.90%	116.06%	115.06%	116.09%	104.51%
27.67	113.55%	112.84%	113.71%	114.66%	113.40%	114.34%	115.33%	114.20%	115.21%	116.31%	115.23%	116.15%	107.00%
28.16	113.99%	113.27%	114.13%	115.06%	113.78%	114.70%	115.66%	114.51%	115.47%	116.51%	115.36%	116.19%	109.45%
28.66	114.39%	113.66%	114.51%	115.42%	114.12%	115.03%	115.96%	114.77%	115.69%	116.68%	115.46%	116.22%	111.78%
29.15	114.77%	114.03%	114.86%	115.76%	114.44%	115.31%	116.22%	115.00%	115.88%	116.82%	115.53%	116.24%	113.79%
29.65	115.11%	114.35%	115.17%	116.06%	114.72%	115.57%	116.45%	115.20%	116.04%	116.93%	115.59%	116.25%	115.28%
30.14	115.43%	114.66%	115.47%	116.33%	114.97%	115.80%	116.65%	115.37%	116.17%	117.03%	115.63%	116.25%	116.18%
30.64	115.72%	114.94%	115.73%	116.58%	115.20%	116.00%	116.83%	115.51%	116.29%	117.10%	115.66%	116.26%	116.60%
31.13	115.99%	115.20%	115.97%	116.80%	115.40%	116.18%	116.99%	115.64%	116.38%	117.16%	115.69%	116.26%	116.76%
31.62	116.24%	115.43%	116.19%	117.00%	115.59%	116.35%	117.12%	115.75%	116.46%	117.20%	115.70%	116.26%	116.80%
32.12	116.46%	115.65%	116.39%	117.19%	115.75%	116.49%	117.24%	115.84%	116.52%	117.24%	115.71%	116.26%	116.81%
32.61	116.68%	115.84%	116.57%	117.35%	115.90%	116.61%	117.35%	115.92%	116.58%	117.27%	115.72%	116.26%	116.81%
33.11	116.86%	116.02%	116.74%	117.50%	116.03%	116.72%	117.44%	115.99%	116.62%	117.29%	115.73%	116.26%	116.81%
33.60	117.04%	116.19%	116.88%	117.63%	116.15%	116.82%	117.52%	116.05%	116.66%	117.31%	115.73%	116.26%	116.81%
34.09	117.20%	116.34%	117.02%	117.75%	116.25%	116.91%	117.59%	116.10%	116.69%	117.32%	115.74%	116.26%	116.81%
34.59	117.35%	116.47%	117.14%	117.86%	116.34%	116.98%	117.64%	116.14%	116.72%	117.34%	115.74%	116.26%	116.81%
35.08	117.49%	116.60%	117.26%	117.96%	116.43%	117.05%	117.70%	116.17%	116.74%	117.34%	115.74%	116.26%	116.81%
35.58	117.61%	116.71%	117.36%	118.05%	116.50%	117.11%	117.74%	116.20%	116.75%	117.35%	115.74%	116.26%	116.81%
36.07	117.73%	116.82%	117.45%	118.13%	116.57%	117.16%	117.78%	116.23%	116.77%	117.36%	115.74%	116.26%	116.81%
36.57	117.83%	116.91%	117.53%	118.20%	116.63%	117.21%	117.81%	116.25%	116.78%	117.36%	115.74%	116.26%	116.81%
37.06	117.93%	117.00%	117.61%	118.26%	116.68%	117.24%	117.84%	116.27%	116.79%	117.36%	115.74%	116.26%	116.81%
37.55	118.02%	117.07%	117.67%	118.32%	116.72%	117.28%	117.86%	116.28%	116.80%	117.36%	115.74%	116.26%	116.81%
38.05	118.10%	117.15%	117.74%	118.37%	116.76%	117.31%	117.89%	116.29%	116.80%	117.37%	115.74%	116.26%	116.81%
38.54	118.17%	117.21%	117.79%	118.41%	116.80%	117.34%	117.90%	116.31%	116.81%	117.37%	115.74%	116.26%	116.81%
39.04	118.24%	117.27%	117.84%	118.45%	116.83%	117.36%	117.92%	116.31%	116.81%	117.37%	115.74%	116.26%	116.81%


	High	Low	Dividend
2002
First	25.0333	19.7667	0.0000
Second	22.5000	14.3400	0.0000
Third	17.6333	11.4267	0.0000
Fourth	18.1000	11.3667	0.0000
2003
First	20.5933	15.6133	0.0000
Second	23.2333	19.0667	0.0000
Third	22.4267	18.7867	0.0000
Fourth	22.7467	20.2800	0.0000
2004
First	24.3333	18.5067	0.0000
Second	21.1000	17.8200	0.0000
Third	19.2800	17.5000	0.0000
Fourth	22.2200	18.4400	0.0000
2005
First	23.0000	20.6933	0.0000
Second	22.6867	20.3733	0.0000
Third	21.5400	19.0933	0.0000
Fourth	19.5600	17.2000	0.0000
2006
Quarter
First	18.9667	16.9000	0.0000
Second	22.3667	17.4667	0.0000
Third	24.7667	20.6667	0.0000
Fourth	28.9400	24.1733	0.0000
2007
Quarter
First	30.1800	24.7300	0.0000
Second	28.8400	25.6000	0.0000
Third	29.4100	23.0800	0.0000
Fourth (through November 14)	24.3900	18.8300	0.0000

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