Pricing Supplement

We have the right to redeem the notes on any interest payment date on or after August 12, 2014. Unless redeemed by us, from and including August 12, 2011 to but excluding August 12, 2015, the notes will bear interest during each semi-annual interest period at the per annum rate equal to 4.15%. Unless redeemed by us, from and including August 12, 2015 to but excluding August 12, 2023, the notes will bear interest during each semi-annual interest period at the per annum rate equal to 5.15%. Unless redeemed by us, from and including August 12, 2023 to but excluding the maturity date, the notes will bear interest during each semi-annual interest period at the per annum rate equal to 7.25%. The notes are senior unsecured obligations of Citigroup Funding Inc. All payments due on the notes, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company, and are subject to the credit risk of Citigroup Inc.

This pricing supplement represents a summary of the terms and conditions of the notes. It is important for you to consider the information contained in this pricing supplement, the accompanying product supplement, as well as in the related prospectus supplement and prospectus. The description of the notes below, supplements, and to the extent inconsistent with, replaces, the description of the general terms of the notes set forth in the product supplement.

(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the underwriter), and their financial advisors will collectively receive from the underwriter, Citigroup Global Markets Inc., a fixed selling concession of $22.50 for each note they sell, while selected dealers not affiliated with Citigroup Global Markets Inc. will receive a selling concession of up to $22.50 for each note they sell. See “Fees and selling concessions” on page PS-5 and “Supplemental information regarding plan of distribution; conflicts of interest” on page PS-5.

INVESTING IN THE NOTES INVOLVES A NUMBER OF RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE PS-2.

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

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PRODUCT SUPPLEMENT, PROSPECTUS SUPPLEMENT AND PROSPECTUS,

THE NOTES ARE NOT BANK DEPOSITS OR SAVINGS ACCOUNTS, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR

ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other risks you should read the section entitled “Risk Factors Relating to the Notes” in the accompanying product supplement and the section entitled “Risk Factors” in the prospectus supplement related to this offering. We also urge you to consult with your investment, legal, tax, accounting and other advisers.

This pricing supplement represents a summary of the terms and conditions of the notes. We encourage you to read the accompanying product supplement, prospectus supplement and prospectus related to this offering, which can be accessed via the hyperlinks on the front page of this document.

In case of default in payment at maturity of the notes, the notes will bear interest, payable upon demand of the beneficial owners of the notes in accordance with the terms of the notes, from and after the stated maturity date through the date when payment of the unpaid amount has been made or duly provided for, at the rate of 5.5% per annum on the unpaid amount (or the cash equivalent of the unpaid amount) due.

In the opinion of Douglas C. Turnbull, Associate General Counsel - Capital Markets and Corporate Reporting of the Guarantor and counsel to Citigroup Funding Inc., when the notes offered by this pricing supplement have been executed and issued by Citigroup Funding Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes and related guarantee will be legal, valid and binding obligations of Citigroup Funding Inc. and the Guarantor, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law.

This opinion is given as of the date of this pricing supplement and is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution). In addition, this opinion is subject to customary assumptions as to legal capacity, genuineness of signatures and authenticity of documents as stated in the opinion dated May 11, 2011, which has been filed as exhibit number 5(a) to Citigroup Funding Inc.’s Registration Statement on Form S-3 (No. 333-172554).

We are responsible for the information contained and incorporated by reference in this pricing supplement and the accompanying product supplement, 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 product supplement, 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
Risk Factors		PS-2
Additional Information		PS-6
Validity of the Notes		PS-6

Product Supplement
Summary Information – Q&A		PRS-2
Risk Factors Relating to the Notes		PRS-6
Description of the Notes		PRS-14
Provisions Relating to the Underlying Benchmark		PRS-17
Certain United States Federal Income Tax Considerations		PRS-23
Plan of Distribution; Conflicts of Interest		PRS-30
ERISA Matters		PRS-30

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; Conflicts of Interest		S-41
ERISA Matters		S-42

Prospectus
Prospectus Summary		1
Forward-Looking Statements		8
Citigroup Inc.		9
Citigroup Funding Inc.		10
Use of Proceeds and Hedging		10
European Monetary Union		11
Description of Debt Securities		11
Description of Index Warrants		22
Description of Debt Security and Index Warrant Units		25
Plan of Distribution; Conflicts of Interest		26
ERISA Matters		29
Legal Matters		29
Experts		29

Citigroup Funding Inc.

Medium-Term Notes, Series D

5,000 Callable Step-Up Coupon Notes

Due August 12, 2026

($1,000 Principal Amount per Note)

Any Payments Due from Citigroup Funding Inc.

Fully and Unconditionally Guaranteed

by Citigroup Inc.

Pricing Supplement

August 9, 2011

(Including Prospectus Supplement Dated

May 12, 2011 and Prospectus Dated

May 12, 2011)

LOGO


FINAL TERMS
Issuer:		Citigroup Funding Inc.
Guarantee:		Any payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company
Issue price:		$1,000 per note
Principal amount:		$1,000 per note
Aggregate principal amount:		$5,000,000
Pricing date:		August 9, 2011
Original issue date:		August 12, 2011
Maturity date:		August 12, 2026
Principal due at maturity:		Full principal amount due at maturity
Payment at maturity:		$1,000 per note plus any accrued and unpaid interest
Interest rate per annum:		4.15%, from and including August 12, 2011 to but excluding August 12, 2015, unless redeemed by us; 5.15%, from and including August 12, 2015 to but excluding August 12, 2023, unless redeemed by us. 7.25%, from and including August 12, 2023 to but excluding August 12, 2026, unless redeemed by us.
Interest payment period:		Semi-annually.
Interest payment dates:		Each August 12 and February 12, beginning on February 12, 2012, provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day, unless that day falls in the next calendar month, in which case, that interest payment will be made on the first preceding business day. No adjustment will be made to any interest payment made on that succeeding or preceding business day, as applicable.
Day-count convention:		30/360
Redemption:		Beginning on August 12, 2014, we have the right to redeem all of these notes on any redemption date and pay to you 100% of the principal amount of the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you notice at least 10 calendar days before the redemption date specified in the notice.
Redemption dates:		August 12, 2014 and each interest payment date thereafter.
CUSIP:		1730T0NF2
Listing:		The notes will not be listed on any securities exchange.
Business day:		New York
Underwriter:		Citigroup Global Markets Inc., an affiliate of the issuer. See “Supplemental Information Regarding Plan of Distribution; Conflicts of Interest.”


Commissions and issue price:	Price to public	Underwriting fee⁽¹⁾	Proceeds to the issuer
Per Note	$1,000.00	$22.50	$977.50
Total	$5,000,000.00	$112,500.00	$4,887,500.00


		the debt instrument is issued with OID. The yield on the notes would be minimized if we called the notes immediately before the increase in interest rate on August 12, 2015, and therefore, under those rules, the notes would be treated as maturing on such date for OID purposes. • If we do not call the notes prior to the first increase in the interest rate on August 12, 2015 then, solely for OID purposes, the notes would be deemed to be reissued at their adjusted issue price on August 12, 2015. This deemed issuance would not give rise to taxable gain or loss to U.S. Holders. The same analysis would apply to the succeeding increases in the interest rate and therefore the notes would not be treated as issued with OID for U.S. federal income tax purposes. • Under this approach, amounts received as coupons on the notes will be taxable to a U.S. Holder as ordinary interest income at the time that such payments are accrued or received (in accordance with such U.S. Holder’s method of tax accounting). • At maturity or upon a taxable disposition of the notes, 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 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. In the case of a holder of the notes that is not a U.S. person, all payments made with respect to the notes and any gain realized upon the sale or other disposition of the notes will not be subject to U.S. income or withholding tax, provided that such payments and gain are not effectively connected with the conduct of a trade or business in the United States by such holder and the holder complies with applicable certification requirements (generally, an IRS form W-8BEN). Further, if such holder does not comply with applicable certification requirements, such holder may be subject to backup withholding. Notes beneficially owned by a non-U.S. holder who at the time of death is neither a resident nor a citizen of the United States generally should not be subject to U.S. federal estate tax. You should refer to the accompanying product supplement related to this offering for additional information relating to U.S. federal income tax treatment. You should also consult your own tax advisors to determine tax consequences particular to your situation.
Trustee:		The Bank of New York Mellon
Use of proceeds and hedging:		The net proceeds received from the sale of the notes will be used for general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates. 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, or by taking positions in any other available securities or instruments that we may wish to use in connection with such hedging. 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 Inc. may be willing to purchase your notes in the secondary market. For further information on our use of proceeds and hedging, see “Risk Factors Relating to the Notes—Citigroup Funding Inc.’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying product supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
ERISA and IRA purchase considerations:		Employee benefit plans subject to ERISA, entities the assets of which are deemed to constitute the assets of such plans, governmental or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement accounts and individual retirement annuities) are permitted to purchase the notes as long as either (A) (1) no Citigroup Global Markets Inc. affiliate or employee or affiliate’s employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan or retirement account used to purchase the notes or renders investment advice with respect to those assets, and (2) such plan or retirement account 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 Inc. 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 notes by the account, plan or annuity. You should refer to the section “ERISA Matters” in the accompanying product supplement related to this offering for more information.
Fees and selling concessions:		Citigroup Global Markets Inc., an affiliate of Citigroup Funding and the underwriter of the sale of the notes, will receive an underwriting fee of $22.50 for each note sold in this offering. From this underwriting fee, Citigroup Global Markets Inc. will pay selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, and their financial advisors, collectively a fixed selling concession of $22.50 for each note they sell, while selected dealers not affiliated with Citigroup Global Markets Inc. will receive a selling concession of up to $22.50 for each note they sell. Additionally, it is possible that Citigroup Global Markets Inc. 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” above and “Risk Factors Relating to the Notes” and “Plan of Distribution; Conflicts of Interest” in the accompanying product supplement related to this offering for more information.
Supplemental information regarding plan of distribution; conflicts of interest:		Citigroup Global Markets Inc. is an affiliate of Citigroup Funding. Accordingly, the offering of the notes will conform with 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 notes, either directly or indirectly. See “Plan of Distribution; Conflicts of Interest” in the accompanying product supplement related to this offering.
Calculation agent:		Citigroup Financial Products, Inc.

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Contact:		Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7005.


August 2011		Page PS-3


August 2011		Page PS-4