SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HERNANDEZ ROBERTO

(Last)

(First)

(Middle)

C/O CITIGROUP INC. CORPORATE LAW DEPT.

425 PARK AVENUE, 2ND FLOOR

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2006		S⁽¹⁾		14,596,144	D	$50.5436⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Citifle Series B Shares⁽¹⁾	⁽³⁾	11/09/2006		P⁽¹⁾		6,301,590,802		⁽³⁾	⁽³⁾	Common Stock	14,596,144	⁽⁴⁾	6,301,590,802	D

Explanation of Responses:

1. See Exhibit 1. The sale was effectuated on the Bolsa Mexicana de Valores (Mexican Stock Exchange).

2. The sale was effectuated in Mexican pesos and converted into US dollars based on the currency conversion rate of 10.9074 pesos per dollar in effect on the transaction date.

3. Not applicable (see Exhibit 1).

4. The purchase was effectuated in Mexican pesos and converted into 0.117072446 US dollars per Citifle Series B share based on the currency conversion rate of 10.9074 pesos per dollar in effect on the transaction date.

Remarks:

EXHIBIT 1 The Reporting Person believes that the transactions reported on this Form 4 are exempt under Rule 16a-13. These transactions did not result in any change in the number of shares of Citigroup common stock beneficially owned by the Reporting Person. The transactions described on this Form 4 involve a simultaneous (a) sale by the Reporting Person of Citigroup common stock, (b) acquisition of interests in Citiacciones Flexible, S.A. de C.V., Sociedad de Inversion de Renta Variable ("Citifle"), a Mexican open-end mutual fund, for the same aggregate sale price and (c) purchase by Citifle of Citigroup common stock in such amount as is equal to the number and value of shares sold by the Reporting Person.

	Roberto Hernandez Ramirez by Shelley J. Dropkin, Attorney-in-Fact	11/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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