US$3,750,000,000	Filed pursuant to rule 433
2.875% Senior Notes due 2011	File No. 333-132177

Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program

Terms and Conditions:

Issuer:	Citigroup Inc.
FDIC Guarantee:	This debt is guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 C.F.R. Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of the debt or June 30, 2012.
Ratings:	Aaa/AAA/AAA (Moody’s / S&P / Fitch)
Trade Date:	December 2, 2008
Settlement Date:	December 9, 2008 (T+5 days)
Maturity:	December 9, 2011
Par Amount:	U.S. $3,750,000,000
Ranking:	Senior
Semi-Annual Coupon:	2.875% per annum
Re-offer Spread to Benchmark:	T + 188.4 basis points
Re-offer Yield:	2.962% per annum
Public Offering Price:	99.752%
Net Proceeds to Citigroup:	$3,729,450,000 (before expenses)
Interest Payment Dates:	The 9th day of June and December in each year, with following business day convention. The first interest payment date is June 9, 2009.
Day Count:	30/360.
Defeasance:	Applicable. Provisions of Sections 11.03 and 11.04 of the Indenture apply.
Redemption at Issuer Option:	Only for tax purposes.
Redemption for Tax Purposes:	Applicable at issuer option if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-United States persons. Redemption as a whole, not in part.
Sinking Fund:	Not applicable.
Listing:	Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange but there is no assurance that Citigroup will be able to obtain this listing.
Minimum Denomination / Multiples:	$1,000/ multiples of $1,000 in excess thereof
Sole Book Manager:	Citigroup Global Markets Inc.

US$3,750,000,000	Filed pursuant to rule 433
2.875% Senior Notes due 2011	File No. 333-132177

Guaranteed under the FDIC’s Temporary Liquidity Guarantee Program

Issuer:	Citigroup Inc.
Joint Lead Managers:	Banc of America Securities LLC
	Goldman, Sachs & Co.
	Greenwich Capital Markets, Inc.
	J.P. Morgan Securities Inc.
	Morgan Stanley & Co. Incorporated
Co-Managers:	Barclays Capital Inc.
	Blaylock Robert Van, LLC
	BNP Paribas Securities Corp.
	Cabrera Capital Markets, LLC
	CastleOak Securities L.P.
	Credit Suisse Securities (USA) LLC
	Deutsche Bank Securities Inc.
	Loop Capital Markets, LLC
	RBC Capital Markets Corporation
	Muriel Siebert & Co., Inc.
	TD Securities (USA) LLC
	UBS Securities LLC
	The Williams Capital Group
CUSIP:	17313U AA 7
ISIN:	US17313UAA79

Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-132177. Alternatively, you can request the prospectus by calling toll-free in the United States 1-877-858-5407.