8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 16, 2011
Citibank Omni-S Master Trust (Exact name of registrant as specified in charter)
New York (State of Organization)	000-24776 (Commission File Number)	Not Applicable (IRS Employer Identification No.)
C/o Citi Omni-S Finance LLC 701 East 60th St., North P.O. Box 6034, MC 1251, Room A Sioux Falls, South Dakota (Address of principal executive offices)		57117 (Zip Code)

Registrant's Telephone Number, including area code: (605) 331-2671

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On May 16, 2011, Registrant made available the Monthly Servicer Certificates set forth as Exhibit 20(a). Also, The International Bank for Reconstruction and Development is the issuer of the floating rate notes that make up a portion of the Defeasance Collateral for Series 2002-3. Exhibit 99(a) provides reference to certain periodic financial information relating to The International Bank for Reconstruction and Development.

Item 9.01. Financial Certificates and Exhibits

The Exhibit Index hereto is incorporated herein by reference.

2.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		CITIBANK OMNI-S MASTER TRUST (Registrant)
	By:	Citi Omni-S Finance LLC (as Seller)
	By:	/S/ Douglas C. Morrison Douglas C. Morrison President
Date: May 16, 2011

3.

EXHIBIT INDEX
Exhibit No.
20(a).	Series 2002-3 Monthly Servicer Certificate related to the distribution of May 16, 2011 and reflecting the performance of the assets held by the Trust with respect to Series 2002-3 during the Due Period ended on May 16, 2011.
99(a)	Reference to Financial Information relating to The International Bank for Reconstruction and Development.

4.

EX-20

Form Monthly Servicer Certificate Citibank Omni-S Master Trust Series 2002-3 A (Post-Defeasance)
Distribution Date: May 16, 2011 Related Due Period: April 16, 2011 to May 16, 2011 Related Interest Period: April 15, 2011 to May 15, 2011
Under the Defeasance Trust Agreement relating to the Pooling and Servicing Agreement, the Servicer is required to prepare, and the Paying Agent is required to deliver, certain information each month regarding current distributions to Certificateholders. The information for the Due Period and the Distribution Date listed above is set forth below:
1. Payments to Series 2002-3 A Investors with respect to this Distribution Date
					Total			Interest			Principal
	Class			$23,568.82		$23,568.82			$0.00
2. Information Concerning Principal Payments
							Amount Deposited this Due Period			Total Distributions through this Due Period
		SERIES 2002-3 A BY CLASS
	(a)		Class			$0.00					$0.00
3. Information Concerning Class Interest Funding Account
	(a)		Amount on deposit in the Class Interest Funding Account at the close of business on the immediately preceding Distribution Date								$1,955,129.19
	(b)		Amount of interest and earnings withdrawn from the Class Principal Funding Account and credited to the Class Interest Funding Account pursuant to Section 3(b), if any, since the close of business on the immediately preceding Distribution Date								$0.00
	(c)		Amount of interest and investment income credited to the Class Interest Funding Account, as described in Section 4(b), if any, since the close of business on the immediately preceding Distribution Date								$122.21
	(d)		Amount of Certificate Interest with respect to Class , if any, withdrawn from the Class Interest Funding Account pursuant to the first sentence of Section 6(b), with respect to the current Distribution Date								$23,568.82
	(e)		Amount withdrawn from the Class Interest Funding Account pursuant to the last sentence of Section 6(b), if any, and applied under Section 6(c) with respect to the current Distribution Date								$0.00
	(f)		Amount of deposit credited to the Class Interest Funding Account pursuant to the amendment dated January 26, 2011, to the Defeasance Trust Agreement								$0.00
	(g)		Amount on deposit in the Class Interest Funding Account at the close of business on the current Distribution Date after taking into account all withdrawals and distributions on or prior to such Distribution Date								$1,931,682.58
4. Information Concerning Class Principal Funding Account
	(a)		Amount on deposit in the Class Principal Funding Account at the close of business on the immediately preceding Distribution Date								$53,800,000.00
	(b)		Amount withdrawn from the Class Principal Funding Account and distributed pursuant to Section 6(c), if any, with respect to the current Distribution Date								$0.00
	(c)		Amount on deposit in the Class Principal Funding Account at the close of business on the current Distribution Date after taking into account all withdrawals and distributions on or prior to such Distribution Date								$53,800,000.00

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
as Servicer
 

By: /s/ Andrew J. Lubliner

EX-99

Reference to Financial Information

relating to

The International Bank for Reconstruction and Development

 The Defeasance Collateral for Series 2002-3 includes floating rate notes issued by The International Bank for Reconstruction and Development("IBRD"). IBRD is subject to certain informational requirements ofRegulation BW, promulgated by the Securities and Exchange Commission ("SEC")under Section 15(a) of the Bretton Woods Agreements Act, and in accordancetherewith files its regular unaudited quarterly and audited annual financialstatements, its annual report and other information withthe SEC under File No. 083-00003. The fiscal year of IBRD ends on June 30 of each year. The fiscal quarters of IBRD end on September 30, December 31, March 31 and June 30 of each year.

 Copies of IBRD's SEC filings, including its most recently filed annual report and its most recently filed quarterly report are available (i) over the Internet at the SEC's web site at http://www.sec.gov; and (ii) at the SEC's public reference room in Washington, D.C. You may obtain information on the operation of the SEC's public reference room by calling the SEC at1-800-732-0330.

The following information filed with the SEC by The International Bank for Reconstruction and Development is incorporated herein by reference:

 (i) the audited annual financial statements of The International Bank for Reconstruction and Development included in its most recently filed annual report on or prior to the date of filing of the Form 8-K to which this Exhibit relates; and

 (ii) the unaudited quarterly financial statements of The International Bank for Reconstruction and Development included in its most recently filed quarterly report filed since the annual report referred to in clause (i) above and on or prior to the date of filing of the Form 8-K to which this Exhibit relates.