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 FEBRUARY 18, 2009 AND PROSPECTUS DATED FEBRUARY 18, 2009)

Investing in the notes involves a number of risks. See “Risk Factors Relating to the Notes” beginning on page PS-6.

The notes represent obligations of Citigroup Funding Inc. only. The notes have not been passed on by the U.S. Bureau of Labor Statistics. The notes are not sponsored, endorsed, sold or promoted by the U.S. Bureau of Labor Statistics and the U.S. Bureau of Labor Statistics makes no warranties and bears no liability with respect to the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus, prospectus supplement and pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

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

Citigroup Global Markets Inc., an affiliate of Citigroup Funding and the underwriter of the sale of the notes, will receive an underwriting fee of 2.50% ($25) for each $1,000.00 note sold in this offering. From this underwriting fee, Citigroup Global Markets will pay selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, and their financial advisors collectively a fixed selling concession of 2.50% ($25) for each note they sell. Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk Factors Relating to the Notes” and “Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.

Citigroup Global Markets expects to deliver the notes to purchasers on or about April , 2010 (three business days after the pricing date).

The Non-Callable Principal Protected Notes, or the notes, are investments linked to the CPI offered by Citigroup Funding Inc. having a maturity of approximately ten years. The notes are 100% principal protected if held to maturity, subject to the credit risk of Citigroup Inc., and pay monthly interest payments. From and including April 28, 2010 to but excluding April 28, 2011, the notes will bear interest during each monthly interest period at the rate of 6.00% per annum. From and including April 28, 2011 to but excluding the maturity date, the notes will bear interest during each monthly interest period at a variable rate equal to the year-over-year percentage change in the CPI from its level fifteen calendar months prior to the relevant payment month (as described below) to its level three calendar months prior to the relevant payment month (as described below) plus a spread of 2.50%, subject to a minimum interest rate of 0.00% per annum and a maximum interest rate of 8.00% per annum. For example, the interest rate applicable for the July 2010 payment month will equal the percentage change in the CPI from its level in April 2009 to its level in April 2010 plus a spread of 2.50%, subject to a minimum interest rate of 0.00% per annum and a maximum interest rate of 8.00% per annum.

The notes pay at maturity an amount in cash equal to $1,000 plus any accrued and unpaid interest. The notes mature on April 28, 2020 and do not provide for earlier redemption by you or by us. The notes are a series of unsecured senior debt securities issued by Citigroup Funding Inc. Any payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. The notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and the guarantee of any payments due under the notes, including any payment of principal, will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Inc.

Each note represents a principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral multiples of $1,000. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the notes in the form of a global certificate, which will be held by The Depository Trust Company (“DTC”) or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through the accounts those 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.

“Principal protected” means that your principal investment in the notes will be returned to you if held to maturity, regardless of the year-over-year percentage change in the level of the CPI, subject to the credit risk of Citigroup Inc. Thus, you will not receive less than $1,000 per $1,000 principal amount of notes if you hold the notes to maturity.

Yes. From and including April 28, 2010 to but excluding April 28, 2011, the notes will bear interest at the rate of 6.00% per annum. From and including April 28, 2011 to and excluding the maturity date, the per annum interest rate applicable to each interest payment period will be determined as of the applicable interest determination date pursuant to the following formula:

CPI_t = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;

CPI_t-12 = CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen CPURNSA;

The amount of interest payable on the notes on each interest payment date will be calculated on a 30/360 day count basis.

CPI_t for any interest determination date is the CPI for the third calendar month, which we refer to as the “reference month,” prior to the month of such interest determination date as published and reported in the second calendar month prior to such interest determination date.

For example, for the interest payment period from and including April 28, 2011 to but excluding May 28, 2011, CPI_t will be the CPI for February 2011 (the reference month), and CPI_t-12 will be the CPI for February 2010 (which is the CPI for the twelfth month prior to the reference month). The CPI for February 2011 will be reported by the BLS and published on Bloomberg screen CPURNSA in March 2011, and the CPI for February 2010 was reported and published in March 2010.

The notes will mature on April 28, 2020. At maturity you will receive for each note you hold an amount in cash equal to $1,000 plus accrued and unpaid interest.

For examples setting forth hypothetical interest rates over the term of the notes, see “Description of the Notes—Hypothetical Payment Examples” in this pricing supplement.

Unless otherwise stated, all information on the CPI provided in this pricing supplement is derived from the U.S. Bureau of Labor Statistics or other publicly available sources. The CPI is published monthly by the U.S. Bureau of Labor Statistics and is a measure of the average change in consumer prices over time in a fixed market basket of goods and services. This market basket includes food, clothing, shelter, fuels, transportation, charges for doctors’ and dentists’ services and drugs. In calculating the CPI, price changes for the various items are averaged together with weights that represent their importance in the spending of urban households in the United States. The U.S. Bureau of Labor Statistics periodically updates the contents of the market basket of goods and services, and the weights assigned to the various items, to take into account changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period for which the level is set at 100. For example, if the CPI for the 1982-to-1984 base reference period is 100, an increase of 1% from that period would be shown as 101, and a decrease of 1% from that period would be shown as 99. The CPI level for a particular month is released and published during the following month by the U.S. Bureau of Labor Statistics and is reported by Bloomberg on Page “<CPURNSA Index>,” and by other news services.

The notes represent obligations of Citigroup Funding only. The notes have not been passed on by the U.S. Bureau of Labor Statistics. The notes are not sponsored, endorsed, sold or promoted by the U.S. Bureau of Labor Statistics and the U.S. Bureau of Labor Statistics makes no warranties and bears no liability with respect to the notes.

We have provided a table showing the level of the CPI for each month from January 2005 through February 2010 and a graph showing the level of the CPI for each month from January 2005 through February 2010, as reported by Bloomberg. You can find the table and the graph in the section “Description of the Consumer Price Index—Historical Data on the Consumer Price Index” in this pricing supplement. We have provided this historical information to help you evaluate the behavior of the CPI in recent years. However, past performance is no indicator of how the CPI will perform in the future. You should also refer to the section “Risk Factors Relating to the Notes—The Historical Performance of the Consumer Price Index Is Not an Indication of Its Future Performance” in this pricing supplement.

What Are the U.S. Federal Income Tax Consequences of Investing in the Notes?

Payments of stated interest on the notes will be taxable as ordinary interest income at the time that such payments are accrued or are received (in accordance with the holder’s method of tax accounting). Upon the sale or other taxable disposition of a note, a holder generally will recognize capital gain or loss equal to the difference between the amount realized on such disposition and such holder’s tax basis in such note. Such gain or loss generally will be long-term capital gain or loss if the holder has held the note for

more than one year at the time of disposition. You should refer to “Certain United States Federal Income Tax Considerations” in this pricing supplement for more information.

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

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

Our affiliate, Citigroup Global Markets, is the agent for the offering and sale of the notes 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 affiliated dealers currently intend, but are not obligated, to buy and sell the notes to create a secondary market for holders of the notes, and may engage in other activities described in the section “Plan of Distribution; Conflicts of Interest” 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 those activities once it has started them.

Our affiliate, Citigroup Financial Products Inc., will act as calculation agent for the notes. Potential conflicts of interest may exist between Citigroup Financial Products as calculation agent and you as a holder of the notes.

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

We expect to hedge our obligations under the notes through one or more of our affiliates. This hedging activity will likely involve trading in instruments, such as options, swaps or futures, linked to the CPI or the commodities, products or services included in the CPI market basket. The costs of maintaining or adjusting this hedging activity could affect the price at which our affiliate Citigroup Global Markets Inc. may be willing to purchase your notes in the secondary market. Moreover, this hedging activity may result in our or our affiliates’ receipt of profit, even if the market value of the notes declines. You should refer to “Risk Factors Relating to the Notes—The Price at Which You Will Be Able to Sell Your Notes 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, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or substantially similar federal, state or local laws including individual retirement accounts, (which we call “Plans”), will be permitted to purchase or hold the notes, provided that each such Plan shall by its purchase be deemed to represent and warrant either that (A)(i) none of Citigroup Global Markets, its affiliates or any employee thereof is a Plan fiduciary that has or exercises any discretionary authority or control with respect to the Plan’s assets used to purchase the notes or renders investment advice with respect to those assets and (ii) the Plan is paying no more than adequate consideration for the notes or (B) its acquisition and holding of the notes is not prohibited by any such provisions or laws or is exempt from any such prohibition. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the notes if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney, or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of notes by the account, plan or annuity. Please refer to the section “ERISA Matters” in this pricing supplement for further information.

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

Because the terms of the notes differ from those of conventional debt securities, an investment in the notes entails significant risks not associated with an investment in conventional debt securities, including, among other things, fluctuations in the level of the CPI and other events that are difficult to predict and beyond our control.

The per annum interest rate for all monthly interest periods from and after April 28, 2011 is a variable rate dependent on the year-over-year percentage change in the level of the CPI. The interest amount payable in any interest period from and after April 28, 2011 will decrease if any prior year-over-year increase in the CPI is reduced. In any interest period where the year-over-year percentage change in the level of the CPI is equal to or less than negative 2.50%, the interest rate will be limited to 0.00% per annum. If this is true in every interest period from and after April 28, 2011, the interest paid on the notes for each relevant interest period will be zero.

The Interest Rate Applicable to the Notes Will Be Subject to a Maximum Per Annum Rate

Beginning on April 28, 2011 the interest rate applicable to the notes cannot exceed 8.00% per annum for any monthly interest period. This maximum interest rate will limit the amount of interest you may be paid on the notes to a maximum of $6.67 per note per monthly interest period. As a result, if the increase in the CPI applicable to any monthly interest period beginning on April 28, 2011 is greater than 5.50% (taking into consideration of the spread of 2.50%), the notes will provide you less interest income than an investment in a similar instrument that is not subject to a maximum per annum interest rate.

The Interest Rate on the Notes May not Reflect the Actual Levels of inflation affecting holders of the Notes

The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting holders of the notes. Accordingly, an investment in the notes may not fully offset any inflation actually experienced by investors in the notes.

You will be entitled to receive at least the full principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity. The market value of the notes may fluctuate, and if you sell your notes in the secondary market prior to maturity, you may receive less than your initial investment.

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

After April 28, 2011, the interest payable on the notes is dependent on the inflation rate and may be zero. As a result, if the average of the inflation rates for each relevant interest period is less than %, the effective yield on your notes may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding of comparable maturity.

Your Interest Rate Is Based upon the CPI. The CPI Itself and the Way the BLS calculates the CPI May Change in the Future

There can be no assurance that the BLS will not change the method by which it calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with respect to the notes. Accordingly, the amount of interest, if any, payable on the notes following the initial interest reset date, and therefore the value of the notes, may be significantly reduced. If the CPI is substantially altered, a substitute index may be employed to calculate the interest payable on the notes, as described above, and that substitution may adversely affect the value of the notes.

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

The term “principal protected” means that, under the terms of the notes, Citigroup Inc. is ultimately obligated to return to you the stated principal amount at maturity, regardless of the level of the CPI. However, as with an ordinary debt security, you are dependent on Citigroup Inc.’s ability to pay all amounts due on the notes at maturity and therefore, you are subject to the credit risk of

Citigroup Inc. The notes are not guaranteed by any entity other than Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could loose some or all of your investment. As a result, the market value of the notes will be affected by changes in the market’s view of Citigroup Inc.’s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the market value of the notes.

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

We believe that the value of the notes in any secondary market will be affected by supply of and demand for the notes, the level of the CPI 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 notes of a change in a specific factor, assuming all other conditions remain constant.

Level of the CPI. We expect that the market value of the notes at any time will depend substantially on the amount, if any, by which the CPI_tchanges from the corresponding CPI_t-12. For example, increases in the level of the CPI may cause an increase in the market value of the notes because of the expectation that the interest payment on the notes will increase. Conversely, decreases in the level of the CPI may cause a decrease in the market value of the notes because of the expectation that the interest payments on the notes will decrease. If you choose to sell your notes when the level of the CPI has declined, you will likely receive less than the amount you originally invested.

The level of the CPI will be influenced by both the complex and interrelated political, economic, financial and other factors that can affect the urban market for consumer goods and services that comprise the CPI market basket. The hedging activities of Citigroup Funding’s affiliates and other trading activities of Citigroup Funding’s affiliates and other market participants can also affect the value of the commodities, products or services included in the CPI market basket and thus the level of the CPI.

Volatility of the CPI. Volatility is the term used to describe the size and frequency of market fluctuations. If the expected volatility of the CPI changes during the term of the notes, the market value of the notes in the secondary market may decrease.

Changes in the CPI. There can be no assurance that the U.S. Bureau of Labor Statistics will not alter the methodology it uses in calculating the CPI. Any changes in this methodology could reduce the level of the CPI and thus lower the interest rate payable monthly on the notes. Additionally, in calculating the percentage change in the level of the CPI, the notes incorporate an approximate three-month lag, which may have an impact on the market value of the notes, particularly in periods of significant, rapid changes in the CPI. Finally, if the CPI is discontinued or substantially altered, a substitute index may be employed to calculate the index return amount payable on the notes, which may adversely affect the market value of the notes.

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

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

Hedging Activities. Hedging activities related to the notes by one or more of our affiliates will likely involve trading in one or more instruments, such as options, swaps or futures, linked to the CPI, or other similar measures, or the commodities, products or services included in the CPI market basket. It is possible that our affiliates or we may profit from our hedging activity, even if the market value of the notes declines. Profit or loss from this hedging activity could affect the price at which Citigroup Funding’s affiliate Citigroup Global Markets may be willing to purchase your notes in the secondary market.

Fees and Projected Hedging Profits. The price, if any, at which Citigroup Global Markets is willing to purchase the notes in secondary market transactions will likely be lower than the public offering price since the public offering price of the notes will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the notes, as well as the cost of

hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market prices for the notes may be less than the costs of unwinding the related hedging transaction at the time of the secondary market transaction. Our affiliates may realize a profit from the unexpected hedging activity even if the market value of the notes declines. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets, as a result of dealer discounts, mark-ups or other transaction costs.

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

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 notes attributable to another factor.

The Historical Performance of the CPI Is Not an Indication of Its Future Performance

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

You May Not Be Able to Sell Your Notes If an Active Trading Market for the Notes Does Not Develop

The notes have not been and will not be listed on any exchange. There is currently no secondary market for the notes. Citigroup Global Markets and/or other of Citigroup Funding’s affiliated dealers currently intend, but are not obligated, to make a market in the notes. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the notes. If the secondary market for the notes is limited, there may be few buyers should you choose to sell your notes prior to maturity and this may reduce the price you receive. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If at any time Citigroup Global Markets were not to make a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

Citigroup Financial Products, an Affiliate of Citigroup Funding, Is the Calculation Agent, Which Could Result in a Conflict of Interest

Citigroup Financial Products, which is acting as the calculation agent for the notes, is an affiliate of ours. As a result, Citigroup Financial Products’ duties as calculation agent, including with respect to certain determinations and judgments that the calculation agent must make in determining amounts due to you, may conflict with its interest as an affiliate of ours. As calculation agent, Citigroup Financial Products will determine the CPI level on any interest determination date and will calculate the interest payable to you on each interest payment date. Additionally, determinations made by Citigroup Financial Products, in its capacity as calculation agent, including with respect to the calculation of the CPI in the event of their unavailability, may adversely affect the payments to you on any interest payment date.

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

In anticipation of the sale of the notes, we expect one or more of our affiliates to enter into hedge transactions. This hedging activity will likely involve trading in instruments, such as options, swaps or futures, based upon CPI. This hedging activity may present a conflict between your interest in the notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your notes in the secondary market. Since hedging the obligations under the notes involves risk and may be influenced by a number of factors, it is possible that our affiliates may profit from the hedging activity, even if the market value of the notes declines.

Citigroup Funding, Its Subsidiaries or Affiliates May Publish Research that Could Affect the Market Value of the Notes

The issuer or one or more of its affiliates may, at present or in the future, publish research reports with respect to movements in interests rates generally or with respect to the CPI specifically. This research is modified from time to time without notice and may

express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.

You will have no rights against the publisher of CPI even though the amount you receive on an interest payment date will depend upon the level if CPI. The publisher of CPI is not in any way involved in this offering and has no obligations relating to the notes or the holders of the notes.

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

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

The Non-Callable Principal Protected Notes (the “Notes”) are investments linked to the CPI offered by Citigroup Funding Inc. and have a maturity of approximately ten years. The Notes are 100% principal protected if held to maturity, subject to the credit risk of Citigroup Inc.

From and including April 28, 2010 to but excluding April 28, 2011, the Notes will bear interest during each monthly interest period at the rate of 6.00% per annum. From and including April 28, 2011 to but excluding the maturity date, the Notes will bear interest during each monthly interest period at a variable rate equal to the year-over-year percentage change from CPI_t-₁₂to CPI_tplus a spread of 2.50%, subject to a minimum interest rate of 0.00% per annum and a maximum interest rate of 8.00% per annum.

The Notes are a series of debt securities issued under the senior debt indenture described in the accompanying prospectus, any payments on which are fully and unconditionally guaranteed by Citigroup Inc. The aggregate principal amount of Notes issued will be $ ( Notes). The Notes will mature on April 28, 2020. The Notes will constitute part of the senior debt of Citigroup Funding and will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding. The guarantee of payments due under the Notes, including any payment of principal, will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The Notes will be issued only in fully registered form and in denominations of $1,000 per Note and integral multiples thereof. All payments on the Notes are subject to the credit risk of Citigroup Inc.

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

From and including April 28, 2010 to but excluding April 28, 2011, the Notes will bear interest at the rate of 6.00% per annum. From and including April 28, 2011 to and excluding the maturity date, the per annum interest rate applicable for each Interest Payment Period will be determined as of the applicable Interest Determination Date pursuant to the following formula:

CPI_t = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;

CPI_t-12 = CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen CPURNSA;

The amount of interest payable on the Notes on each Interest Payment Date will be calculated on a 30/360 day count basis.

CPI_t for any Interest Determination Date is the CPI for the third calendar month, which we refer to as the “reference month,” prior to the month of such Interest Determination Date as published and reported in the second calendar month prior to such Interest Determination Date.

For example, for the Interest Payment Period from and including April 28, 2011 to but excluding May 28, 2011, CPI_t will be the CPI for February 2011 (the reference month), and CPI_t-12 will be the CPI for February 2010 (which is the CPI for the twelfth month prior to the reference month). The CPI for February 2011 will be reported by the BLS and published on Bloomberg screen CPURNSA in March 2011, and the CPI for February 2010 was reported and published in March 2010.

If by 3:00 PM on any Interest Determination Date the CPI is not published on Bloomberg screen CPURNSA for any relevant month, but has otherwise been published by the BLS, Citigroup Financial Products, Inc., in its capacity as the Calculation Agent, will determine the CPI as reported by the BLS for such month using such other source as on its face, after consultation with us, appears to accurately set forth the CPI as reported by the BLS.

In calculating CPI_t and CPI_t-12, the Calculation Agent will use the most recently available value of the CPI determined as described above on the applicable Interest Determination Date, even if such value has been adjusted from a prior reported value for the relevant month. However, if a value of CPI_t and CPI_t-12 used by the Calculation Agent on any Interest Determination date to determine the interest rate on the Notes (an “initial CPI”) is subsequently revised by the BLS, the Calculation Agent will continue to use the initial CPI, and the interest rate determined on such Interest Determination Date will not be revised.

If the CPI is rebased to a different year or period and the 1982-1984 CPI is no longer used, the base reference period for the Notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published. If, while the Notes are outstanding, the CPI is discontinued or substantially altered, as determined by the Calculation Agent in its sole discretion, the Calculation Agent will determine the interest rate on the Notes by reference to the applicable substitute index that is chosen by the Secretary of the Treasury for the Department of The Treasury’s Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997) or, if no such securities are outstanding, the substitute index will be determined by the Calculation Agent in accordance with general market practice at the time; provided that the procedure for determining the resulting interest rate is administratively acceptable to the Calculation Agent.

All values used in the interest rate formula for the Notes and all percentages resulting from any calculation of interest will be rounded to the nearest one hundred-thousandth of a percentage point, with .000005% rounded up to .00001%. All dollar amounts used in or resulting from such calculation on the Notes will be rounded to the nearest third decimal place, with .0005 rounded up to .001.

An Interest Payment Date means the 28^th day of each month, beginning on May 28, 2010 and ending on the Maturity Date.

An Interest Period means each monthly period from and including the original issue date or an Interest Payment Date to and including the day immediately preceding the next Interest Payment Date.

A Payment Month means each calendar month that includes an Interest Payment Date.

A Determination Date means the date that is five Business Days prior to any Interest Payment Date after April 28, 2011. The first Determination Date is May 23, 2011.

Interest, if any, will be payable to the persons in whose names the Notes 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, unless that day falls in the next calendar month, in which case the Interest Payment Date will be the first preceding Business Day. Such payment will have the same force and effect as if made on that Interest Payment Date, and no additional interest will accrue as a result of delayed payment.

A “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 Notes will mature on April 28, 2020. At maturity, you will receive for each Note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

Provided below are the hypothetical interest rates for the period from January 2005 to May 2010 that would have resulted from the historical levels of the CPI presented below and a spread of 2.50%, without regard to the maximum interest rate and the minimum interest rate. The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The value of the actual amount you receive in respect of the Notes at maturity will depend on the actual change in the CPI, which, in turn, will depend on the actual CPI_t and CPI_t-12.

The hypothetical interest rate payable on the notes for a March 2010 interest payment period would have been 5.221% per annum. This hypothetical interest rate is calculated by inserting the following CPI levels into the interest rate formula described above under “Interest Rate”:

CPI_t = 215.949, which is equal to the CPI level for December 2009, which is the third calendar month prior to the interest determination date of March 2010, would be the reference month; and

CPI_t-12 = 210.228, which is equal to the CPI level for December 2008, the twelfth calendar month prior to the reference month

If the U.S. Bureau of Labor Statistics discontinues production of the CPI, or the CPI is substantially altered, the calculation agent will determine the Ending Index Level of the CPI applicable by reference to (a) the substitute index chosen by the Secretary of the Treasury for the United States Department of the Treasury’s Inflation-Protected Securities, as described in Appendix B, Section I, Paragraph B.4 of Part IV of 69 Federal Register, No. 144 (July 28, 2004), or (b) if no such index is chosen by the Secretary of the Treasury, the substitute index determined by the calculation agent, in its sole discretion, to be fair and reasonable under the circumstances.

If the calculation agent, in its sole discretion, determines that the CPI is discontinued or substantially altered and there is no substitute index, or that the Ending Index Level is not available for any other reason, the calculation agent will determine the Ending Index Level by a computation methodology that the calculation agent determines will replicate the CPI as closely as reasonably possible under the circumstances. For the avoidance of doubt, however, if the base reference period of the CPI is changed to a different base reference period and the 36-month base reference period encompassing the years 1982 to 1984 is no longer used, the

¹ To determine the hypothetical historical monthly interest rate based on such hypothetical historical per annum rate, you must divide the hypothetical historical per annum rate by approximately 12.

base reference period will continue to be the 1982-to-1984 base reference period so long as the index with the 1982-to-1984 base reference period continues to be published.

Upon any selection by the calculation agent of a substitute index, the calculation agent will cause notice to be furnished to us and the trustee, who will provide notice of the selection of the substitute index to the registered holders of the Notes.

All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on us, Citigroup Inc., the trustee and the beneficial owners of the Notes, absent manifest error.

The Notes 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 Note shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes will be determined by the Calculation Agent and will equal, for each Note, the payment at maturity, calculated as though the maturity of the Notes were the date of early repayment. See “—Payment at Maturity” above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup Inc., the claim of the beneficial owner of a Note will be capped at the maturity payment, calculated as though the maturity date of the Notes were the date of the commencement of the proceeding.

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

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

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

The amount of interest payable on the notes on each interest payment date will be linked to year-over-year changes in the CPI. The CPI for purposes of the notes is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers, reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (“BLS”) and published on Bloomberg screen CPURNSA or any successor service. The CPI for a particular month is published during the following month.

The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and services, including food, clothing, shelter, fuels, transportation, charges for doctors’ and dentists’ services and drugs. In calculating the index, price changes for the various items are averaged together with weights that represent their importance in the spending of urban households in the United States. The contents of the market basket of goods and services and the weights assigned to the various items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period for which the level is set at 100.0. The base reference period for these notes is the 1982-1984 average.

Provided below are historical levels of the CPI as reported by the BLS for the period from January 2005 to February 2010. We obtained the historical information included below from Bloomberg Financial Markets, and we believe such information to be accurate.

The historical levels of the CPI should not be taken as an indication of future levels of the CPI, and no assurance can be given as to the level of the CPI for any reference month after April 28, 2011. The hypothetical interest rates that follow are intended to illustrate the effect of general trends in the CPI on the amount of interest payable to you on the notes. However, the CPI may not increase or decrease over the term of the notes in accordance with any of the trends depicted by the historical information in the table below, and the size and frequency of any fluctuations in the CPI level over the term of the notes, which we refer to as the volatility of the CPI, may be significantly different than the volatility of the CPI indicated in the table. As a result, the hypothetical interest rates depicted in the table below should not be taken as an indication of the actual interest rates that will be paid on the interest payment dates over the term of the notes.

The following graph shows the CPI levels in the period from January 2005 through February 2010, using historical data as reported by Bloomberg. Past movements of the CPI are not indicative of future levels of the CPI.

U.S. City Average All Items Consumer Price Index for All Urban Consumers (Non-Seasonally Adjusted)

The following is a summary of certain U.S. federal income tax considerations material to the purchase, ownership and disposition of the Notes. Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a person that is a holder or a beneficial owner of a Note that is a citizen or resident of the United States or a domestic corporation or otherwise subject to U.S. federal income tax on a net income basis in respect of a Note (a “U.S. Holder”). All references to “holders” (including U.S. Holders) are to beneficial owners of the Notes. This summary is based on U.S. federal income tax laws, regulations, rulings and decisions in effect as of the date of this pricing supplement, all of which are subject to change at any time (possibly with retroactive effect).

This summary addresses the U.S. federal income tax consequences to U.S. Holders who are initial holders of the Notes and who will hold the Notes 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 Notes as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated financial transaction. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.

Investors should consult their own tax advisors in determining the tax consequences to them of holding the Notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

Payments of Interest. Payments of stated interest on the Notes will be taxable to a U.S. Holder as ordinary interest income at the time that such payments are accrued or are received (in accordance with such U.S. Holder’s method of tax accounting).

Purchase, Sale and Retirement of Notes. Upon the sale, exchange or retirement (including an exercise of our call right) of a Note, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued stated interest, which will be taxable as such) and the U.S. Holder’s tax basis in such Note. A U.S. Holder’s tax basis in a Note generally will equal the cost of such Note to such holder. Gain or loss recognized by a U.S. Holder generally will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year at the time of disposition. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deductibility of capital losses is subject to limitations.

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

A holder or beneficial owner of Notes that is not a U.S. Holder (a “Non-U.S. Holder”) generally will not be subject to U.S. federal income or withholding tax on interest payments on the Notes, provided that the Non-U.S. Holder certifies on IRS Form W-8BEN (or a successor form), under penalties of perjury, that it is a Non-U.S. Holder and provides its name and address or otherwise satisfies applicable documentation requirements and the payments are not effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (or, where a tax treaty applies, are not attributable to a United States permanent establishment). Any gain realized on the sale of Notes by a Non-U.S. Holder will generally be exempt from U.S. federal income and withholding tax unless the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (or, where a tax treaty applies, is attributable to a United States permanent establishment), or in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

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

A Note beneficially owned by a non-U.S. Holder who at the time of death is neither a resident nor citizen of the United States should not be subject to U.S. federal estate tax.

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

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets, $ principal amount of Notes ( Notes) for 97.50% ($975) per $1,000 Note, any payments due on which are fully and unconditionally guaranteed by Citigroup Inc. Citigroup Global Markets proposes to offer some of the Notes directly to the public at the public offering price set forth on the cover page of this pricing supplement and some of the Notes to selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, at the public offering price less a fixed selling concession of 2.50% ($25) per Note. Citigroup Global Markets will pay this fixed selling concession to selected dealers and their financial advisors collectively. Citigroup Global Markets may allow, and these dealers may reallow, a selling concession of not more than 2.50% ($25) per Note on sales to certain other dealers. If all of the Notes are not sold at the initial offering price, Citigroup Global Markets may change the public offering price and other selling terms.

In order to hedge its obligations under the Notes, 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 Notes—The Price at Which You Will Be Able to Sell Your Notes 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 the section “Use of Proceeds and Hedging” in the accompanying prospectus.

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc., its subsidiaries, or affiliates of its subsidiaries have investment discretion are not permitted to purchase the Notes, 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:

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

We are responsible for the information contained and incorporated by reference in this pricing supplement and the accompanying prospectus supplement and prospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. You should not assume that the information contained or incorporated by reference in this pricing supplement or the accompanying prospectus supplement or prospectus is accurate as of any date other than the date on the front of the document. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS


		Page
Pricing Supplement
Summary Information – Q&A		PS-2
Risk Factors Relating to the Notes		PS-6
Description of the Notes		PS-10
Description of the Consumer Price Index		PS-15
Certain United States Federal Income Tax Considerations		PS-17
Plan of Distribution; Conflicts of Interest		PS-19
ERISA Matters		PS-19

Prospectus Supplement
Risk Factors		S-3
Important Currency Information		S-7
Description of the Notes		S-8
Certain United States Federal Income Tax Considerations		S-34
Plan of Distribution		S-41
ERISA Matters		S-42

Prospectus
Prospectus Summary		1
Forward-Looking Statements		8
Citigroup Inc.		8
Citigroup Funding Inc.		8
Use of Proceeds and Hedging		9
European Monetary Union		10
Description of Debt Securities		10
Description of Index Warrants		21
Description of Debt Security and Index Warrant Units		24
Description of Debt Security and Exchange Agreement Units		24
Limitations on Issuances in Bearer Form		24
Plan of Distribution		26
ERISA Matters		29
Legal Matters		29
Experts		29

Citigroup Funding Inc.

Medium-Term Notes, Series D

Non-Callable Principal Protected Notes

due April 28, 2020

U.S. Inflation Index Linked Notes

($1,000 Principal Amount per Note)

Any Payments Due from

Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

, 2010

(Including Prospectus Supplement

Dated February 18, 2009 and

Prospectus Dated February 18, 2009)



	Per Note	Total
Public Offering Price	100%	$
Underwriting Discount	2.50%	$
Proceeds to Citigroup Funding Inc.	97.50%	$


Investment Products		Not FDIC Insured		May Lose Value		No Bank Guarantee


Month	2005	2006	2007	2008	2009	2010
January	5.689%	6.848%	3.805%	6.036%	6.155%	2.317%
February	6.023%	5.955%	4.474%	6.806%	3.570%	4.338%
March	5.756%	5.916%	5.041%	6.581%	2.591%	5.221%
April	5.470%	6.485%	4.576%	6.780%	2.530%	5.126%
May	5.508%	6.097%	4.915%	6.527%	2.736%	4.643%
June	5.648%	5.863%	5.279%	6.481%	2.116%
July	6.011%	6.046%	5.074%	6.437%	1.763%
August	5.303%	6.667%	5.191%	6.676%	1.219%
September	5.030%	6.819%	5.187%	7.522%	1.073%
October	5.668%	6.645%	4.858%	8.000%	0.403%
November	6.141%	6.319%	4.470%	7.872%	1.016%
December	7.187%	4.562%	5.255%	7.437%	1.214%


	2005	2006	2007	2008	2009	2010
January	190.7	198.3	202.416	211.08	211.143	216.687
February	191.8	198.7	203.499	211.693	212.193	216.741
March	193.3	199.8	205.352	213.528	212.709
April	194.6	201.5	206.686	214.823	213.24
May	194.4	202.5	207.949	216.632	213.856
June	194.5	202.9	208.352	218.815	215.693
July	195.4	203.5	208.299	219.964	215.351
August	196.4	203.9	207.917	219.086	215.834
September	198.8	202.9	208.49	218.783	215.969
October	199.2	201.8	208.936	216.573	216.177
November	197.6	201.5	210.177	212.425	216.33
December	196.8	201.8	210.036	210.228	215.949