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 of securities is not permitted.

(TO PROSPECTUS SUPPLEMENT DATED FEBRUARY 18, 2009 AND PROSPECTUS DATED FEBRUARY 18, 2009)

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

“Standard & Poor’s^®,” “S&P 500^®,” and “S&P^®“ are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Citigroup Funding Inc. The Index LASERS^SM have not been passed on by Standard & Poor’s or The McGraw-Hill Companies, Inc. as to their legality or suitability. The Index LASERS^SM are not sponsored, endorsed, sold or promoted by Standard & Poor’s or The McGraw-Hill Companies, Inc. Standard & Poor’s and The McGraw-Hill Companies, Inc. make no warranties and bear no liability with respect to the Index LASERS^SM.

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

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

Citigroup Global Markets Inc., an affiliate of Citigroup Funding and the underwriter of the sale of the Index LASERS^SM, will receive an underwriting fee of $0.3000 for each Index LASERS^SM 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 $0.3000 for each Index LASERS^SM they sell, while selected dealers not affiliated with Citigroup Global Markets will receive a selling concession of up to $0.3000 for each Index LASERS^SM they sell. Certain other broker-dealers affiliated with Citigroup Global Markets, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a concession, and Financial Advisors employed by Citigroup Global Markets will receive a fixed sales commission, of $0.3000 for each Index LASERS^SM they sell. The underwriting fee and selling concession payable in connection with sales of the Index LASERS^SM may be reduced for volume purchase discounts. Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the Index LASERS^SM declines. You should refer to “Risk Factors Relating to the Index LASERS^SM” and “Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.

Citigroup Global Markets Inc. expects to deliver the Index LASERS^SM to purchasers on or about February , 2011 (three business days after the pricing date).

The Index LeAding StockmarkEt Return Securities Based on the Value of the S&P 500^® Index, or Index LASERS^SM, are equity index-linked investments that offer a potential return at maturity based on upside participation in an increase in the closing value of the S&P 500^® Index during the term of the Index LASERS^SMor a predetermined fixed return percentage, as applicable, and limited protection from loss in certain circumstances. Payment at maturity may be less than the stated principal amount of your initial investment in the Index LASERS^SM, and the Index LASERS^SM do not pay periodic interest. The return on the Index LASERS^SM, if any, is based upon the closing value of the S&P 500^® Index (which we also refer to as the underlying index).

At maturity, you will receive for each Index LASERS^SM you hold a payment at maturity, which may be greater than, equal to, or less than your initial investment in the Index LASERS^SM, based on the percentage change in the closing value of the underlying index from the pricing date to the valuation date (which we refer to as the index percent change). If the value of the underlying index on the valuation date (which we refer to as the final index value) is greater than 75% of its initial index value, at maturity you will receive for each Index LASERS^SM you then hold the $10 stated principal amount per Index LASERS^SM plus an index return amount equal to the product of (i) $10 and (ii) the greater of (x) the index percent change and (y) 15% to 20% (3.75% to 5.00% per annum on a simple interest basis) (to be determined on the pricing date). In this case, the payment at maturity will be at least $11.50 to $12.00 (to be determined on the pricing date) per Index LASERS^SM.

If the final index value is less than or equal to 75% of its initial index value, at maturity you will receive for each Index LASERS^SM you then hold the $10 stated principal amount per Index LASERS^SM plus an index return amount equal to the product of (i) $10 and (ii) the index percent change (which will be negative). In this case, for each $10 Index LASERS^SM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM.

The Index LASERS^SM will mature on February 25, 2015. The Index LASERS^SM are a series of unsecured senior debt securities issued by Citigroup Funding Inc., the payments on which are fully and unconditionally guaranteed by Citigroup Inc. The Index LASERS^SM will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and as a result of the guarantee any payments due under the Index LASERS^SM will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The return of the stated principal amount of your investment at maturity is not guaranteed. All payments on the Index LASERS^SMare subject to the credit risk of Citigroup Inc.

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

No. We will not make any periodic payments of interest or any other periodic payments on the Index LASERS^SM. In addition, you will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the S&P 500^® Index.

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

The index return amount depends on the final index value and on whether the index percent change is positive, zero or negative:

The fixed percentage will equal 15% to 20% (3.75% to 5.00% per annum on a simple interest basis) (to be determined on the pricing date).

In this case, for each $10 Index LASERS^SM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM.

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

The initial index value will equal the closing value of the S&P 500^® Index on the pricing date.

The final index value will equal the closing value of the S&P 500^® Index on the valuation date.

Yes. If the final index value is less than or equal to (approximately 75% of the initial index value), for each $10 Index LASERS^SM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM. This will be true even if the value of the index exceeded its initial index value at one or more times over the term of the Index LASERS^SM. In this case, the total yield on the Index LASERS^SM will be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding Inc. (guaranteed by Citigroup Inc.) of comparable maturity. You should refer to “Risk Factors — The Yield on the Index LASERS^SM May Be Lower Than the Yield on a Standard Debt Security of Comparable Maturity” in this pricing supplement.

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

Unless otherwise stated, all information on the S&P 500^® Index provided in this pricing supplement is derived from Standard & Poor’s, which we refer to as S&P, or other publicly available sources. The S&P 500^® Index is published by S&P and is intended to provide an indication of the pattern of common stock price movements. The calculation of the value of the S&P 500^® Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. As of January 25, 2011, the aggregate market value of the 500 companies included in the S&P 500^® Index represented approximately 75% of the U.S. equities market. For further information on the S&P 500^® Index, including its makeup, method of calculation and changes in its components, see “Description of the S&P 500^® Index” in this pricing supplement.

Please note that an investment in the Index LASERS^SM does not entitle you to any dividends, voting rights or any other ownership or other interest in respect of the stocks included in the S&P 500^® Index.

We have provided a table showing the high and low closing values and the quarter-end closing values of the S&P 500^® Index for each quarter in the period from January 2, 2006 to January 25, 2011 as well as a graph showing the daily closing values of the S&P 500^® Index from January 2, 2006 to January 25, 2011. You can find the table and the graph in the section “Description of the S&P 500^® Index — Historical Data on the S&P 500^® Index” in this pricing supplement. We have provided this historical information to help you evaluate the behavior of the S&P 500^® Index in recent years. However, past performance is not indicative of how the S&P 500^® Index will perform in the future. You should also refer to the section “Risk Factors — The Historical Performance of the Underlying Index Is Not an Indication of the Future Performance of the Underlying Index” in this pricing supplement.

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

For U.S. federal income tax purposes, you and Citigroup Funding agree to treat an Index LASERS^SM as a cash-settled prepaid forward contract on the value of the S&P 500^® Index on the valuation date, pursuant to which forward contract, at maturity you will receive the cash value of the S&P 500^® Index subject to certain adjustments. In addition, you and Citigroup Funding agree to treat the amounts invested by you as a cash deposit that will be used to satisfy your obligation under the Index LASERS^SM. The summary below assumes such treatment, except where otherwise stated.

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

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

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

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

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

Citigroup Funding’s and Citigroup Inc.’s affiliate, Citigroup Global Markets Inc., is the underwriter for the offering and sale of the Index LASERS^SM and is expected to receive compensation for activities and services provided in connection with the offering. After the initial offering, Citigroup Global Markets and/or other broker-dealer affiliates of Citigroup Funding intend to buy and sell Index LASERS^SM to create a secondary market for holders of the Index LASERS^SM, and may engage in other activities described below in the section “Plan of Distribution; Conflicts of Interest.” However, neither Citigroup Global Markets nor any of these affiliates will be obligated to engage in any market-making activities, or continue them once it has started. Citigroup Global Markets will also act as calculation agent for the Index LASERS^SM. Potential conflicts of interest may exist between Citigroup Global Markets and you as a holder of the Index LASERS^SM. You should refer to “Risk Factors Relating to the Index LASERS^SM — The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Index LASERS^SM” in this pricing supplement for more information.

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

Citigroup Funding expects to hedge its obligations under the Index LASERS^SM through it or one or more of its affiliates. This hedging activity likely will involve trading in one or more of the stocks included in the S&P 500^® Index or in other instruments, such as options, swaps or futures, based upon the S&P 500^® Index or the stocks included in the S&P 500^® Index. This hedging activity on, or prior to, the pricing date could increase the value of the underlying index and potentially increase the initial index value and, therefore, the value at which the index must be above on the valuation date before you can receive a payment at maturity greater than your initial investment in the Index LASERS^SM. This hedging activity also could affect the value of the S&P 500^® Index during the term of the Index LASERS^SM and, therefore, the market value of the Index LASERS^SM. The costs of maintaining or adjusting this hedging activity could also affect the price at which Citigroup Funding’s affiliate Citigroup Global Markets may be willing to purchase your Index LASERS^SM in the secondary market. Moreover, this hedging activity may result in Citigroup Funding or its affiliates receiving a profit, even if the market value of the Index LASERS^SM declines. You should refer to “Risk Factors — Citigroup Funding’s Hedging Activity Could Result in a Conflict of Interest,” “ — The Price at Which You Will Be Able to Sell Your Index LASERS^SM Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest” in this pricing supplement, “Risk Factors Relating to the Index LASERS^SM — Citigroup Funding Inc.’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying prospectus supplement and “Use of Proceeds and Hedging” in the accompanying prospectus.

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

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

Because the terms of the Index LASERS^SM differ from those of conventional debt securities in that the payment at maturity will be based on the percentage change in the closing value of the S&P 500^® Index from the pricing date to the valuation date, an investment in the Index LASERS^SM entails significant risks not associated with similar investments in conventional debt securities, including, among other things, fluctuations in the value of the S&P 500^® Index and other events that are difficult to predict and beyond our control.

Payment at Maturity May Be Less Than the Stated Principal Amount of Your Investment in the Index LASERS^SM

If the final index value is less than or equal to 75% of the initial index value, the amount you receive at maturity for each Index LASERS^SM will be $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM. This will be true even if the closing value of the S&P 500^® Index exceeds its initial index value at one or more times during the term of the Index LASERS^SM. Payment at maturity may be less than the stated principal amount of your investment in the Index LASERS^SM, and, accordingly, you could lose your entire investment.

You will not receive any periodic payments of interest or any other periodic payments on the Index LASERS^SM. In addition, you will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the S&P 500^® Index.

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

The Index LASERS^SM do not pay any interest. As a result, if the final index value is greater than 75% of the initial index value and the fixed percentage is greater then index percent change, resulting in your receiving an index return amount equal to the product of $10 and the fixed percentage, the yield on the Index LASERS^SM may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Funding Inc. (guaranteed by Citigroup Inc.) of comparable maturity.

The Index LASERS^SM are Subject to the Credit Risk of Citigroup Inc., the Guarantor of Any Payments Due on the Index LASERS^SM, and any actual or anticipated changes to its Credit Ratings or Credit Spreads May Adversely Affect the Market Value of the Index LASERS^SM

You are subject to the credit risk of Citigroup Inc. The Index LASERS^SM are not guaranteed by any entity other than Citigroup Inc. If Citigroup Inc. defaults on its guarantee obligations under the Index LASERS^SM, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Index LASERS^SM 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 Index LASERS^SM.

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

We believe that the value of your Index LASERS^SM in the secondary market will be affected by the supply of, and demand for, the Index LASERS^SM, the value of the S&P 500^® Index 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 Index LASERS^SM of a change in a specific factor, assuming all other conditions remain constant.

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

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

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

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

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

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

Hedging Activities. Hedging activities related to the Index LASERS^SM by one or more of our affiliates will likely involve trading in one or more of the stocks included in the S&P 500^® Index or in other instruments, such as options, swaps or futures, based upon the S&P 500^® Index, or by taking positions in any other available securities or instruments that we may wish to use in connection with such hedging. This hedging activity on, or prior to, the pricing date could increase the price of the underlying index, and potentially increase the initial index value, and, therefore, the value at which the underlying index must be above on the valuation date before you can receive at maturity a payment that exceeds the stated principal amount of the Index LASERS^SM. This hedging activity during the term of the Index LASERS^SM could also affect the value of the S&P 500^® Index and therefore the market value of the Index LASERS^SM. It is possible that we or our affiliates may profit from our hedging activity, even if the market value of the Index LASERS^SM declines. 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 Index LASERS^SM in the secondary market.

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

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

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

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

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

Your Return on the Index LASERS^SM Will Not Reflect the Return You Would Realize if You Actually Owned the Stocks Included in the S&P 500^® Index

Your return on the Index LASERS^SM will not reflect the return you would realize if you actually owned the stocks included in the S&P 500^® Index because S&P calculates the S&P 500^® Index by reference to the prices of the stocks comprising the S&P 500^® Index without taking into consideration the value of any dividends paid on those stocks. As a result, the return on the Index LASERS^SM may be less than the return you would realize if you actually owned the stocks included in the S&P 500^® Index even if the final index value of the S&P 500^® Index is greater than its initial index value.

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

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

LASERS^SM, it is likely that there would be no secondary market for the Index LASERS^SM. Accordingly, you should be willing to hold your Index LASERS^SM to maturity.

The Market Value of the Index LASERS^SM May Be Affected by Purchases and Sales of the Stocks Included in the S&P 500^® Index or Derivative Instruments Related to the Index by Affiliates of Citigroup Funding Inc.

Citigroup Funding Inc.’s affiliates, including Citigroup Global Markets Inc., may from time to time buy or sell the underlying stocks of the S&P 500^® Index or derivative instruments relating to the index for their own accounts in connection with their normal business practices. These transactions could affect the value of the stocks included in the S&P 500^® Index and thus, the value of the S&P 500^® Index and the market value of the Index LASERS^SM.

The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Index LASERS^SM

Citigroup Global Markets Inc., which is acting as the calculation agent for the Index LASERS^SM, is an affiliate of ours. As calculation agent, Citigroup Global Markets will determine the initial index value, the final index value and the index percent change, as applicable, and will calculate the amount of cash, if any, you will receive at maturity. Any of these determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the calculation of any value of the underlying index in the event of the unavailability, modification or discontinuance of the underlying index, may adversely affect the payment to you at maturity.

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

We expect to hedge our obligations under the Index LASERS^SM (and possibly to other instruments linked to the underlying index or the stock underlying it) through one or more of our affiliates. This hedging activity will likely involve trading in one or more of the stocks included in the S&P 500^® Index or in other instruments, such as options, swaps or futures, based upon the S&P 500^® Index or the stocks included in the S&P 500^® Index. This hedging activity may present a conflict between your interest in the Index LASERS^SM and the interests we and our affiliates have in executing, maintaining and adjusting our hedge transactions because it could affect the value of the S&P 500^® Index and, therefore, the determination of the payment due at maturity. It could also be adverse to your interest if it affects the price at which our affiliate Citigroup Global Markets Inc. may be willing to purchase your Index LASERS^SM in the secondary market. Since hedging our obligation under the Index LASERS^SM involves risk and may be influenced by a number of factors, it is possible that we or our affiliates may profit from our hedging activity, even if the market value of the Index LASERS^SM declines.

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

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

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

No statutory, judicial or administrative authority directly addresses the characterization of the Index LASERS^SM or instruments similar to the Index LASERS^SM for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Index LASERS^SM are not certain. No ruling is being requested from the IRS with respect to the Index LASERS^SM and no assurance can be given that the IRS will agree with the conclusions expressed under “What Are the United States Federal Income Tax Consequences of Investing in the Index LASERS^SM?” and “Certain United States Federal Income Tax Considerations” in this pricing supplement. Alternative characterization of the Index LASERS^SM may affect the U.S. tax consequences of investing in the Index LASERS^SM, including for non-U.S. investors.

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

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

The payment you receive at maturity on the Index LASERS^SM will depend on the percentage change in the closing value of the S&P 500^® Index from the from the date on which the Index LASERS^SM are priced for initial sale to the public (which we refer to as the Pricing Date) to the third index business day before maturity (which we refer to as the Valuation Date).

If the closing value of the S&P 500^® Index on the Valuation Date (which we refer to as the Final Index Value) is greater than 75% of its closing value on the Pricing Date (which we refer to as the Initial Index Value), at maturity you will receive for each Index LASERS^SM you then hold the $10 stated principal amount per Index LASERS^SM plus an Index Return Amount equal to the product of (i) $10 and (ii) the greater of (x) the percentage change in the closing value of the S&P 500^® Index from the Pricing Date to the Valuation Date (which we refer to as the Index Percent Change) and (y) 15% to 20% (3.75% to 5.00% per annum on a simple interest basis) (to be determined on the Pricing Date) (which we refer to as the Fixed Percentage) of the stated principal amount of the Index LASERS^SM. In this case, the payment at maturity will be at least $11.50 to $12.00 (to be determined on the Pricing Date) per Index LASERS^SM.

If the Final Index Value is less than or equal to 75% of its Initial Index Value, at maturity you will receive for each Index LASERS^SM you then hold the $10 stated principal amount per Index LASERS^SM plus an Index Return Amount equal to the product of (i) $10 and (ii) the Index Percent Change (which will be negative). In this case, for each $10 Index LASERS^SM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM.

The Index LASERS^SM are a series of debt securities issued under the senior debt indenture described in the accompanying prospectus, the payments on which are fully and unconditionally guaranteed by Citigroup Inc. The aggregate principal amount of Index LASERS^SM issued will be $ ( Index LASERS^SM). The Index LASERS^SM will mature on February 25, 2015, will constitute part of the senior debt of Citigroup Funding Inc. and will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding. The guarantee of payments due under the Index LASERS^SM will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The return of the stated principal amount of your investment in the Index LASERS^SM at maturity is not guaranteed. All payments on the Index LASERS^SM are subject to the credit risk of Citigroup Inc. The Index LASERS^SM will be issued only in fully registered form and in denominations of $10 per Index LASERS^SM and integral multiples thereof.

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

We will not make any periodic payments of interest or any other payments on the Index LASERS^SM until maturity. You will not be entitled to receive dividend payments or other distributions, if any, made on the stocks included in the S&P 500^® Index.

The Index LASERS^SM will mature on February 25, 2015. At maturity, you will receive for each Index LASERS^SM a payment at maturity equal to the sum of the initial stated principal amount of $10 per Index LASERS^SM plus the Index Return Amount, which may be positive or negative.

The Index Return Amount depends on the final index value and on whether the Index Percent Change is positive, zero or negative:

The Fixed Percentage will equal 15% to 20% (3.75% to 5.00% per annum on a simple interest basis) (to be determined on the Pricing Date)

In this case, for each $10 LASERS^SM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more on the stated principal amount of your investment in the Index LASERS^SM.

The “Initial Index Value” will be the closing value of the S&P 500^® Index on the Pricing Date.

The “Final Index Value” will be the closing value of the S&P 500^® Index on the Valuation Date.

The “Pricing Date” means February , 2011, the date on which the Index LASERS^SM are priced for initial sale to the public (expected to price on or about February 22, 2011, or if such day is not a scheduled Index Business Day, the next succeeding scheduled Index Business Day).

The “Valuation Date” will be February 20, 2015, the third Index Business Day prior to maturity.

If no value of the S&P 500^® Index is available on any Index Business Day because of a Market Disruption Event or otherwise, the value of the S&P 500^® Index for that Index Business Day, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the value of the S&P 500^® Index obtained from as many dealers in equity securities (which may include Citigroup Global Markets Inc. or any of our other affiliates), but not exceeding three such dealers, as will make such value available to the Calculation Agent. The determination of the value of the S&P 500^® Index by the Calculation Agent in the event of a Market Disruption Event may be deferred by the Calculation Agent for up to five consecutive Index Business Days on which a Market Disruption Event is occurring, but not past the Index Business Day prior to maturity.

An “Index Business Day” means a day, as determined by the Calculation Agent, on which the S&P 500^® Index or any successor Index is calculated and published and on which securities comprising more than 80% of the value of the S&P 500^® Index on such day are capable of being traded on their relevant exchanges or markets during the one-half hour before the determination of the closing value of the S&P 500^® Index. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Index LASERS^SM, absent manifest error.

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

The examples of hypothetical payments at maturity set forth below are intended to illustrate the effect of different Final Index Values of the S&P 500^® Index on the amount you will receive in respect of the Index LASERS^SM at maturity. All of the hypothetical examples are based on the following assumptions:

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you receive at maturity will depend on the actual Index Return Amount, which, in turn, will depend on the actual Initial Index Value, Final Index Value and Fixed Percentage.

If S&P discontinues publication of the S&P 500^® Index or another entity publishes a successor or substitute Index that the Calculation Agent determines, in its sole discretion, to be comparable to the S&P 500^® Index, then the value of the relevant Index will be determined by reference to the value of that Index, which we refer to as a “successor Index.”

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

If S&P discontinues publication of the S&P 500^® Index and a successor Index is not selected by the Calculation Agent or is no longer published on any date of determination of the value of the S&P 500^® Index, the value to be substituted for the S&P 500^® Index for that date will be a value computed by the Calculation Agent for that date in accordance with the procedures last used to calculate the relevant Index prior to any such discontinuance.

If S&P discontinues publication of the S&P 500^® Index prior to the determination of the relevant coupon amount and the Calculation Agent determines that no successor Index is available at that time, then on each

Index Business Day until the earlier to occur of (a) the determination of the relevant Coupon Amount and (b) a determination by the Calculation Agent that a successor Index is available, the Calculation Agent will determine the value that is to be used in computing the value of the S&P 500^® Index or the relevant Index as described in the preceding paragraph.

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

Notwithstanding these alternative arrangements, discontinuance of the publication of the S&P 500^® Index may adversely affect the market value of the Index LASERS^SM. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Index LASERS^SM, absent manifest error.

If at any time the method of calculating the S&P 500^® Index or a successor Index is changed in any material respect, or if the S&P 500^® Index or a successor Index is in any other way modified so that the value of the S&P 500^® Index or the successor Index does not, in the opinion of the Calculation Agent, fairly represent the value of that Index had the changes or modifications not been made, then, from and after that time, the Calculation Agent will, at the close of business in New York, New York, make those adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of a stock Index comparable to the S&P 500^® Index or the successor Index as if the changes or modifications had not been made, and calculate the value of the Index with reference to the S&P 500^® Index or the successor Index. Accordingly, if the method of calculating the S&P 500^® Index or the successor Index is modified so that the value of the S&P 500^® Index or the successor Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust that Index in order to arrive at a value of the Index as if it had not been modified.

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

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

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

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

The Calculation Agent for the Index LASERS^SM will be Citigroup Global Markets an affiliate of Citigroup Funding. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the Index LASERS^SM. Citigroup Global Markets is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

Unless otherwise stated, we have derived all information regarding the S&P 500^® Index provided in this pricing supplement, including its composition, method of calculation and changes in components, from Standard & Poor’s (“S&P”), publicly available sources and other sources we believe to be reliable. Such information reflects the policies of, and is subject to change by, S&P. S&P is under no obligation to continue to publish, and may discontinue or suspend the publication of, the S&P 500^® Index at any time. None of Citigroup Inc., Citigroup Funding, Citigroup Global Markets or the trustee assumes any responsibility for the accuracy or completeness of any information relating to the S&P 500^® Index.

The S&P 500^® Index is published by S&P and is intended to provide a performance benchmark for the U.S. equity markets. S&P chooses companies for inclusion with an aim of achieving a distribution by broad industry groupings. The calculation of the value is based on the relative aggregate market value of the common stocks of 500 companies at a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. The weighting and composition of the Index components are updated periodically so that the S&P 500^® Index reflects the performance of the U.S. equity markets.

As of January 25, 2011, the aggregate market value of the 500 companies included in the S&P 500^® Index represented approximately 75% of the U.S. equities market. S&P chooses companies for inclusion in the S&P 500^® Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock composition of the NYSE, which S&P uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock is generally responsive to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company.

As of January 25, 2011, the 500 companies included in the S&P 500^® Index were divided into 10 Global Industry Classification Sectors. The Global Industry Classification Sectors included (with the percentage of companies currently included in such sectors indicated in parentheses): Consumer Discretionary (10.49%), Consumer Staples (10.43%), Energy (12.19%), Financials (16.09%), Health Care (10.83%), Industrials (11.10%), Information Technology (19.03%), Materials (3.59%), Telecommunication Services (2.97%) and Utilities (3.28%). S&P may from time to time, in its sole discretion, add companies to, or delete companies from, the S&P 500^® Index to achieve the objectives stated above.

THE S&P 500^® INDEX DOES NOT REFLECT THE PAYMENT OF DIVIDENDS ON THE STOCKS UNDERLYING IT AND THEREFORE THE RETURN ON THE INDEX LASERS^SM WILL NOT PRODUCE THE SAME RETURN YOU WOULD RECEIVE IF YOU WERE TO PURCHASE SUCH UNDERLYING STOCKS AND HOLD THEM UNTIL THE MATURITY DATE.

On March 21, 2005, S&P began to calculate the S&P 500^® Index based on a half float-adjusted formula, and on September 16, 2005, S&P completed the full float adjustment of the S&P 500^® Index. S&P’s criteria for selecting stocks for the S&P 500^® Index were not changed by the shift to float adjustment. However, the adjustment affects each company’s weight in the S&P 500^® Index (i.e., its market value).

Under float adjustment, the share counts used in calculating the S&P 500^® Index reflect only those shares that are available to investors and not all of a company’s outstanding shares. S&P defines three groups of shareholders whose holdings are subject to float adjustment:

However, treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. In cases where holdings in a group exceed 10% of the outstanding shares of a company, the holdings of that group will be excluded from the float-adjusted count of shares to be used in the S&P 500^® Index calculation. Mutual funds, investment advisory firms, pension funds, or foundations not associated with the company and investment funds in insurance companies, shares of a United States company traded in Canada as “exchangeable shares,” shares that trust beneficiaries may buy or sell without difficulty or significant additional expense beyond typical brokerage fees, and, if a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class if such shares are convertible by shareholders without undue delay and cost, are also part of the float.

For each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares, defined as the total shares outstanding less shares held in one or more of the three groups listed above where the group holdings exceed 10% of the outstanding shares, by the total shares outstanding. The float-adjusted Index will then be calculated by dividing the sum of the IWF multiplied by both the price and the total shares outstanding for each stock by the Index divisor. For companies with multiple classes of stock, S&P will calculate the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as weights.

The S&P 500^® Index is calculated using a base-weighted aggregate methodology: the level of the S&P 500^® Index reflects the total Market Value of all Index component stocks relative to the S&P 500^® Index’s base period of 1941-43 (the “base period”).

An indexed number is used to represent the results of this calculation in order to make the value easier to work with and track over time.

The actual total market value of the S&P 500^® Index component stocks during the base period has been set equal to an indexed value of 10. This is often indicated by the notation 1941-43=10. In practice, the daily calculation of the S&P 500^® Index is computed by dividing the total market value of the S&P 500^® Index component stocks by a number called the Index divisor. By itself, the Index divisor is an arbitrary number. However, in the context of the calculation of the S&P 500^® Index, it is the only link to the original base period level of the S&P 500^® Index. The Index divisor keeps the S&P 500^® Index comparable over time and is the manipulation point for all adjustments to the S&P 500^® Index (“Index maintenance”).

Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructurings or spinoffs.

To prevent the level of the S&P 500^® Index from changing due to corporate actions, all corporate actions which affect the total market value of the S&P 500^® Index require an Index divisor adjustment. By adjusting the Index divisor for the change in total market value, the level of the S&P 500^® Index remains constant. This helps maintain the level of the S&P 500^® Index as an accurate barometer of stock market performance and ensures that the movement of the S&P 500^® Index does not reflect the corporate actions of individual companies in the S&P 500^® Index. All Index divisor adjustments are made after the close of trading. Some corporate actions, such as stock splits and stock dividends, require simple changes in the common shares outstanding and the stock prices of the companies in the S&P 500^® Index and do not require Index divisor adjustments.

Historical Information. The following table sets forth the high and low closing values, as well as the end-of-quarter closing values, of the S&P 500^® Index from January 2, 2006 through January 25, 2011. We obtained these closing values and other information below from Bloomberg Financial Markets, without independent verification. The underlying index experiences periods of high volatility, and you should not take the historical values of the underlying index as an indication of future performance.

The following graph illustrates the historical performance of S&P 500^® Index based on the closing value thereof on each Index Business Day from January 2, 2006 through January 25, 2011. Past movements of the S&P 500^® Index are not indicative of future index values.

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

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

“The Index LASERS^SM are not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the holders of the Index LASERS^SM or any member of the public regarding the advisability of investing in securities generally or in the Index LASERS^SM particularly. S&P’s only relationship to Citigroup Funding and its affiliates (other than transactions entered into in the ordinary course of business) is the licensing of certain trademarks, trade names and service marks of S&P and of the S&P 500^® Index, which is determined, composed and calculated by S&P without regard to Citigroup Funding, its affiliates or the Index LASERS^SM. S&P has no obligation to take the needs of Citigroup Funding, its affiliates or the holders of the Index LASERS^SM into consideration in determining, composing or calculating the S&P 500^® Index. S&P is not responsible for and has not participated in the determination of the timing of, prices at or quantities of the Index LASERS^SM to be issued or in the determination or calculation of the equation by which the Index LASERS^SM are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Index LASERS^SM.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR

IMPLIED, AS TO RESULTS TO BE OBTAINED BY CITIGROUP FUNDING, HOLDERS OF THE INDEX LASERS^SM, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P AND CITIGROUP FUNDING.”

All disclosures contained in this pricing supplement regarding the S&P 500^® Index, including its makeup, method of calculation and changes in its components, are derived from publicly available information prepared by S&P. None of Citigroup Funding, Citigroup, Citigroup Global Markets Inc. or the trustee assumes any responsibility for the accuracy or completeness of such information.

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

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

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

In purchasing an Index LASERS^SM, each holder agrees with Citigroup Funding to treat an Index LASERS^SM for U.S. federal income tax purposes as a cash-settled prepaid forward contract on the value of the S&P 500^® Index on the Valuation Date, pursuant to which forward contract, at maturity each holder will receive the cash value of the S&P 500^® Index subject to certain adjustments, and under the terms of which contract (a) at the time of issuance of the Index LASERS^SM the holder deposits irrevocably with Citigroup Funding a fixed amount of cash equal to the purchase price of the Index LASERS^SM as a non-interest bearing deposit, and (b) at maturity such cash deposit unconditionally and irrevocably will be applied by Citigroup Funding in full satisfaction of the holder’s obligation under the forward contract, and Citigroup Funding will deliver to the holder the cash value of the S&P 500^® Index pursuant to the terms of the Index LASERS^SM. (Prospective investors should note that cash proceeds of this offering will not be segregated by Citigroup Funding during the term of the Index LASERS^SM, but instead will be commingled with Citigroup Funding’s other assets and applied in a manner consistent with the section “Use of Proceeds and Hedging” in the accompanying prospectus.) As discussed below, there is no assurance that the IRS will agree with this treatment, and alternative treatments of the Index LASERS^SM could result in less favorable U.S. federal income tax consequences to a holder.

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

Under the above characterization of the Index LASERS^SM, at maturity or upon the sale or other taxable disposition of an Index LASERS^SM, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized at maturity or upon the sale or other taxable disposition and the

U.S. Holder’s tax basis in the Index LASERS^SM. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the Index LASERS^SM for more than one year at the time of disposition. A holder’s tax basis in the Index LASERS^SM generally will equal the holder’s cost for such Index LASERS^SM.

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

Because a holder will be entitled to cash in an amount equal to or greater than the amount of the initial purchase price paid for the Index LASERS^SM unless the value of the S&P 500^® Index at the Valuation Date is less than or equal to 75% of the initial value of the S&P 500^® Index, the IRS could seek to analyze the federal income tax consequences of owning the Index LASERS^SM under Treasury regulations governing contingent payment debt instruments (the “Contingent Payment Regulations”). The Contingent Payment Regulations are complex, but very generally apply the original issue discount rules of the Internal Revenue Code to a contingent payment debt instrument by requiring that original issue discount be accrued every year at a “comparable yield” for the issuer of the instrument, determined at the time of issuance of the obligation. In addition, the Contingent Payment Regulations require that a projected payment schedule, which results in such a “comparable yield”, be determined, and that adjustments to income accruals be made to account for differences between actual payments and projected amounts. To the extent that the comparable yield as so determined exceeds the projected payments on a contingent debt instrument in any taxable year, the owner of that instrument will recognize ordinary interest income for that taxable year in excess of the cash the owner receives and such excess would increase the U.S. Holder’s tax basis in the debt instrument. In addition, any gain realized on the sale, exchange or redemption of a contingent payment debt instrument will be treated as ordinary income. Any loss realized on such sale, exchange or redemption will be treated as an ordinary loss to the extent that the holder’s original issue discount inclusions with respect to the obligation exceed prior reversals of such inclusions required by the adjustment mechanism described above. Any loss realized in excess of such amount generally will be treated as a capital loss.

The Contingent Payment Regulations apply only to debt instruments that provide for contingent payments. The Index LASERS^SM offer no assurance that a holder’s investment will be returned to the holder at maturity except to the extent that the value of the S&P 500^® Index at the Valuation Date is greater than 75% of the initial value of the S&P 500^® Index; instead, at maturity, the Index LASERS^SM provide economic returns that are generally Indexed to the performance of the S&P 500^® Index. Further, a holder may receive at maturity economic returns that are substantially lower or higher than the holder’s investment. Accordingly, Citigroup Funding believes that it is reasonable to treat the Index LASERS^SM for U.S. federal income tax purposes, not as debt instruments, but as cash-settled prepaid forward contracts, pursuant to which forward contracts at maturity each holder will receive the cash value of the S&P 500^® Index subject to certain adjustments. If, however, the IRS were successfully to maintain that the Contingent Payment Regulations apply to the Index LASERS^SM, then, among other matters, (i) a U.S. Holder would be required to include in income each year an accrual of interest at the annual rate of % compounded semi-annually (“the comparable yield”), regardless of the U.S. Holder’s method of tax accounting, and (ii) gain or loss realized by a U.S. Holder at maturity or upon a sale or taxable disposition of an Index LASERS^SM generally would be characterized as ordinary income or loss (as the case may be, under the rules summarized above), rather than as capital gain or loss.

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

treatment of prepaid forward contracts as “constructive ownership” transactions. The Notice also contemplates that all (or significant portions) of an investor’s returns under prepaid forward contracts could be taxed at ordinary income rates (as opposed to capital gains rates). It is currently impossible to predict what guidance, if any, will be issued as a result of the Notice, and whether any such guidance could have retroactive effect.

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

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

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

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

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

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

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

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

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

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets, $ principal amount of the Index LASERS^SM ( Index LASERS^SM) for $9.7000 per Index LASERS^SM, any payments due on which are fully and unconditionally guaranteed by Citigroup Inc. Citigroup Global Markets proposes to offer some of the Index LASERS^SM directly to the public at the public offering price set forth on the cover page of this pricing supplement and some of the Index LASERS^SM to selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, at the public offering price less a fixed selling concession of $0.3000 per Index LASERS^SM. Citigroup Global Markets will pay this fixed selling concession to selected dealers and their financial advisors collectively. Certain other broker-dealers affiliated with Citigroup Global Markets, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a concession, and Financial Advisors employed by Citigroup Global Markets will receive a fixed sales commission, of $0.3000 per Index LASERS^SMthey sell. Selected dealers not affiliated with Citigroup Global Markets will receive a selling concession of up to $0.3000 for each Index LASERS^SM they sell. Citigroup Global Markets may allow, and these dealers may reallow, a selling concession of not more than $0.3000 per Index LASERS^SM on sales to certain other dealers. If all of the Index LASERS^SM are not sold at the initial offering price, Citigroup Global Markets may change the public offering price and other selling terms.

The actual public offering price, the underwriting fee received by Citigroup Global Markets and the selling concession granted to selected dealers per Index LASERS^SM may be reduced for volume purchase discounts depending on the aggregate amount of Index LASERS^SM purchased by a particular investor according to the following chart.

Selling concessions allowed to dealers in connection with the offering may be reclaimed by the underwriter, if, within 30 days of the offering, the underwriter repurchases the Notes distributed by such dealers.

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

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority.

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

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

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 Index LASERS^SM		PS-7
Description of the Index LASERS^SM		PS-12
Description of the S&P 500^® Index		PS-18
Certain United States Federal Income Tax Considerations		PS-23
Plan of Distribution; Conflicts of Interest		PS-27
ERISA Matters		PS-28

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

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

Citigroup Funding Inc.

Medium-Term, Series D

Index LASERS^SM

Based Upon the S&P 500^® Index

Due February 25, 2015

($10 Index LASERS^SM)

Any Payments Due from

Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

February , 2011

(Including Prospectus Supplement

Dated February 18, 2009 and

Prospectus Dated February 18, 2009)

LOGO



	Per Index LASERS^SM		Total
Public Offering Price⁽¹⁾		10.0000	$
Underwriting Fee⁽¹⁾		0.3000	$
Proceeds to Citigroup Funding Inc.		9.7000	$


Investment Products		Not FDIC Insured		May Lose Value		No Bank Guarantee


Hypothetical Final Index Value of S&P 500^® Index		Hypothetical Percent Change⁽¹⁾ (%)			Hypothetical Return on the Index LASERS^SM			Hypothetical Payment at Maturity on the Index LASERS^SM
	0.00		-100.00	%		-100.00	%	$	0.00
	325.00		-75.00	%		-75.00	%	$	2.50
	650.00		-50.00	%		-50.00	%	$	5.00
	715.00		-45.00	%		-45.00	%	$	5.50
	780.00		-40.00	%		-40.00	%	$	6.00
	845.00		-35.00	%		-35.00	%	$	6.50
	910.00		-30.00	%		-30.00	%	$	7.00
	975.00		-25.00	%		-25.00	%	$	7.50
	1,040.00		-20.00	%		17.50	%	$	11.75
	1,105.00		-15.00	%		17.50	%	$	11.75
	1,170.00		-10.00	%		17.50	%	$	11.75
	1,235.00		-5.00	%		17.50	%	$	11.75
	1,300.00		0.00	%		17.50	%	$	11.75
	1,365.00		5.00	%		17.50	%	$	11.75
	1,430.00		10.00	%		17.50	%	$	11.75
	1,495.00		15.00	%		17.50	%	$	11.75
	1,560.00		20.00	%		20.00	%	$	12.00
	1,625.00		25.00	%		25.00	%	$	12.50
	1,690.00		30.00	%		30.00	%	$	13.00
	1,755.00		35.00	%		35.00	%	$	13.50
	1,820.00		40.00	%		40.00	%	$	14.00
	1,885.00		45.00	%		45.00	%	$	14.50
	1,950.00		50.00	%		50.00	%	$	15.00
	2,275.00		75.00	%		75.00	%	$	17.50
	2,600.00		100.00	%		100.00	%	$	20.00


	High		Low		Period End
2006
Quarter
First		1,307.25		1,254.78		1,294.83
Second		1,325.76		1,223.69		1,270.20
Third		1,339.15		1,234.49		1,335.85
Fourth		1,427.09		1,331.32		1,418.30
2007
Quarter
First		1,459.68		1,374.12		1,420.86
Second		1,539.18		1,424.55		1,503.35
Third		1,553.08		1,406.70		1,526.75
Fourth		1,565.15		1,407.22		1,468.36
2008
Quarter
First		1,447.16		1,273.37		1,322.70
Second		1,426.63		1,278.38		1,280.00
Third		1,305.32		1,106.39		1,166.36
Fourth		1,161.06		752.44		903.25
2009
Quarter
First		934.70		676.53		797.87
Second		946.21		811.08		919.32
Third		1,071.66		879.13		1,057.08
Fourth		1,127.78		1,025.21		1,115.10
2010
Quarter
First		1,174.17		1,056.74		1,169.43
Second		1,217.28		1,030.71		1,030.71
Third		1,148.67		1,022.58		1,141.20
Fourth		1,259.78		1,137.03		1,257.64
2011
Quarter
First (through January 25)		1,295.02		1,269.75		1,291.18


Aggregate Principal Amount of Index LASERS^SM for Any Single Investor	Price to Public per Index LASERS^SM	Underwriting Fee per Index LASERS^SM	Selling Concession per Index LASERS^SM
< $1,000,000	$10.0000	$0.3000	$0.3000
³ $1,000,000 and < $3,000,000	$ 9.9500	$0.2500	$0.2500
³ 3,000,000 and < $5,000,000	$ 9.9250	$0.2250	$0.2250
³ $5,000,000	$ 9.9000	$0.2000	$0.2000

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