Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement Nos. 333-157386 and 333-157386-01

Citigroup Funding Inc.

13 Month Dow Jones-UBS Commodity Index Total Return - Linked Notes Due 2011

Final Term Sheet Amended and Restated

Issuer:	Citigroup Funding Inc.
Guarantee:	Any payments due on the Notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company.
Rating of Issuer’s Obligations:	The Issuer’s senior debt is currently rated A3 / P-1, Stable Outlook (Moody’s), A / A-1, Negative Outlook (S&P) and A+ / F1+, Negative (Fitch), based on the guarantee by Citigroup Inc. The Rating and Outlook are subject to change during the term of the notes
Offering:	13 Month Dow Jones-UBS Commodity Index Total Return -Linked Notes Due 2011
Sole Underwriter:	Citigroup Global Markets Inc.
Index:	Dow Jones-UBS Commodity Index Total Return (Bloomberg ticker: DJUBSTR Index)
Index Sponsor:	Dow Jones
Principal Amount:	USD 28,000,000
Initial Valuation Date:	November 15, 2010 (Trade Date)
Issue Date:	November 22, 2010 (Final Valuation Date + 5 Business Days)
Maturity Date:	The earlier of (i) December 22, 2011 and (ii) Final Valuation Date + 5 Business Days
Final Valuation Date:	The earlier of (i) December 15, 2011 and (ii) the Early Termination Date
Early Termination:	The occurrence of an Early Note Redemption and/or a Trigger Event.
Early Termination Date:	(i) In the case of Early Note Redemption, the Notice Date, or (ii) on the occurrence of a Trigger Event, the Business Day following such Trigger Event.
Final Payment Date:	Five Business Days after Final Valuation Date
Issue Price:	100% of the Principal Amount
Maturity Redemption Amount:	On the Maturity Date, Issuer shall pay noteholder an amount in USD equal to Principal Amount * [1 + Supplemental Return Amount] plus the accrued Coupon.
Index Performance	For any Index Business Day, However, if a Market Disruption is deemed to have occurred on such day, the Index Performance shall be calculated in accordance with the Market Disruption provision described below.
Supplemental Return Amount:	Supplemental Return Amount may be negative, zero or positive.
IndexValue (Initial):	299.0496, the settlement price of the Index stated in U.S. dollars, published by CME Group Index Services LLC, in conjunction with UBS Securities LLC or its successor and displayed on Bloomberg Screen page DJUBSTR <INDEX> on the Initial Valuation Date.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and prospectus supplement by calling toll-free 1-877-858-5407.

Citigroup Funding Inc.

13 Month Dow Jones-UBS Commodity Index Total Return - Linked Notes Due 2011

Final Term Sheet Amended and Restated

IndexValue (Final):	The settlement price of the Index stated in U.S. dollars, published by CME Group Index Services LLC, in conjunction with UBS Securities LLC or its successor and displayed on Bloomberg Screen page DJUBSTR <INDEX> on the Final Valuation Date.
TBill Amount:	A rate determined as follows for all Business Days d from and excluding the Initial Valuation Date to and including the Final Valuation Date: “c” means that with respect to a Business Day d, the number of calendar days from (but excluding) the prior Business Day to (and including) such Business Day d. “TBill(d-1)” means that with respect to a Business Day d, the most recent weekly auction high rate for 13 Week U.S. Treasury Bills, as reported on the website www.publicdebt.treas.gov/AI/OFBills under the column headed “Discount Rate %” published by the Bureau of Public Debt of the U.S. Treasury, or any successor source, on such Business Day d, provided, that if such auction high rate is published on such Business Day d, TBill(d-1) shall be the rate published for the most recent previous auction.
Fee:	0.33%
Elapsed Days:	The number of calendar days from and including the Initial Valuation Date to and including the Final Valuation Date.
Coupon:	3 month USD-LIBOR-BBA * A/360 day count (adjusted), accrued from and including each Coupon Payment Date (or the Issue Date, in the case of the first interest period). 3 month USD-LIBOR-BBA rate is set two Business Days prior to Issue Date and reset two Business Days prior to 22nd of each November, February, May, and August. In the event of an Early Termination, the coupon will be based on LIBOR interpolated for such period.
Coupon Payment Dates:	Maturity Date
Index Business Day:	A day that is (or would have been, but for the occurrence of a Market Disruption Event) a day on which the Relevant Exchange is open for trading during its regular trading session, notwithstanding any such Relevant Exchange closing prior to its scheduled closing time.
Business Day:	A day on which banks are open for business in New York or London.
Early Note Redemption:	The noteholder, on any Index Business Day, may by written notice to the Issuer, require the Issuer to redeem the notes in whole. Notice shall be deemed to be provided on the Index Business Day on which it is received by the Issuer, provided that if the notice is received after 10:00 a.m. NY Time, such notice shall be deemed to have been provided on the immediately following Index Business Day (the “Notice Date”).
Trigger Event:	If on any Index Business Day, the Index Performance on such day is equal to or less than -15%, a Trigger Event will be deemed to have occurred on such Index Business Day and the Issuer will redeem the notes in whole at the Trigger Event Redemption Amount determined at the Index close on

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and prospectus supplement by calling toll-free 1-877-858-5407.

Citigroup Funding Inc.

13 Month Dow Jones-UBS Commodity Index Total Return - Linked Notes Due 2011

Final Term Sheet Amended and Restated

	the Index Business Day following the Trigger Event occurring, subject to the Market Disruption Event provision.
Trigger Event Redemption Amount:	The Trigger Event Redemption Amount shall be an amount determined in accordance with the formula set out in the Maturity Redemption Amount.
Calculation Agent:	Citibank, N.A. – Commodity Derivatives Calculations
Form and Denomination:	Registered Medium-Term Notes, Series D in minimum denominations and increments of US $1,000
Clearing and Settlement:	DTC
Listing:	None
CUSIP:	1730T0KN8
Underwriting Discount:	0.00%

Market Disruption Events and Disruption Fallbacks:

If a Market Disruption Event relating to or one or more of the commodities contracts underlying the Index or any Successor Index (each an “index contract”) is in effect on the scheduled Final Valuation Date, the Calculation Agent will calculate the closing Index value in good faith in accordance with the formula for and method of calculating the Index last in effect prior to commencement of the Market Disruption Event, using:

• for each index contract that did not suffer a Market Disruption Event on the scheduled Final Valuation Date, the settlement price on the applicable Relevant Exchange of such index contract on the scheduled Final Valuation Date, and

• for each index contract that did suffer a Market Disruption Event on the scheduled Final Valuation Date, the settlement price of such index contract on the applicable Relevant Exchange on the immediately succeeding trading day on which no Market Disruption Event occurs or is continuing with respect to such index contract (which trading day shall be deemed the Final Valuation Date for such index contract);

provided however that if a Market Disruption Event has occurred or is continuing with respect to such index contract on each of the five scheduled trading days following the scheduled Final Valuation Date, then (a) the fifth scheduled trading day shall be deemed the Final Valuation Date for such index contract and (b) the Calculation Agent will determine the price for such index contract on such fifth scheduled trading day acting in good faith and commercially reasonable matter, taking into account the latest available quotation for the settlement price of such index contract and any other information that in good faith it deems relevant.

A “Market Disruption Event” means any of the following events, as determined in good faith by the Calculation Agent:

(A) the termination or suspension of, or material limitation or disruption in the trading on a Relevant Exchange of an index contract;

(B) the settlement price on a Relevant Exchange of an index contract has increased or decreased by an amount equal to the maximum permitted price change from the previous day’s settlement price; or

(C) the settlement price of an index contract is not published by the Relevant Exchange.

Notwithstanding the foregoing, the following events will not constitute Market Disruption Events:

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and prospectus supplement by calling toll-free 1-877-858-5407.

(1) a limitation on the hours in a trading day and/or number of days of trading, if it results from an announced change in the regular business hours of the Relevant Exchange; or

(2) a decision to permanently discontinue trading in an index contract or options or futures contracts relating to the Index or any commodity underlying the Index.

For purposes of the above, (a) “Relevant Exchange” means any organized exchange or market of trading for any futures contract (or any combination thereof) then included in the Index or any Successor Index; and (b) “trading day” means a day, as determined in good faith by the Calculation Agent, on which trading is generally conducted on the Relevant Exchange applicable to the affected index contract.

Discontinuance of the Index

If Dow Jones discontinues publication of the Dow Jones-UBS Commodity Index Total Return, and if Dow Jones or another entity publishes a successor or substitute index that the Calculation Agent determines, good faith, to be comparable to the relevant 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 the registered holders of the Notes. If Dow Jones discontinues the publication of the Dow Jones-UBS Commodity Index Total Return 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 Dow Jones-UBS Commodity Index Total Return, the value to be substituted for the Dow Jones-UBS Commodity Index Total Return 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 Dow Jones discontinues publication of the Dow Jones-UBS Commodity Index Total Return prior to the determination of the Supplemental Return Amount and the Calculation Agent determines that no successor index is available at that time, then on each Business Day until the earlier to occur of (a) the determination of the Supplemental Return 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 Dow Jones-UBS Commodity Index Total Return or the relevant index as described in the preceding paragraph. If a successor index is selected or the Calculation Agent calculates 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 a Business Day or Market Disruption Event occurs. Notwithstanding these alternative arrangements, discontinuance of the publication of the Dow Jones-UBS Commodity Index Total Return may adversely affect the market value of the Notes. 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 Notes, absent manifest error.

Alteration of Method of Calculation

If at any time the method of calculating the Dow Jones - UBS Commodity Index Total Return or a successor index is changed in any material respect, or if the Dow Jones - UBS Commodity Index Total Return or a successor index is in any other way modified so that the value of the Dow Jones - UBS Commodity Index Total Return or a 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 index comparable to the Dow Jones - UBS Commodity Index Total Return 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 Dow Jones - UBS Commodity Index Total Return or the successor index. Accordingly, if the method of calculating the Dow Jones - UBS Commodity Index Total Return or the successor index is so modified that the value of the Dow Jones - UBS Commodity Index Total Return 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.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and prospectus supplement by calling toll-free 1-877-858-5407.

Disclaimers

TERMS AND CONDITIONS OF USE OF DOW JONES INDEXES^SM BY ACCESSING AND USING THE DATA RELATED TO DOW JONES INDEXES^SM (INCLUDING, WITHOUT LIMITATION, THE INDEX VALUES, HEREAFTER COLLECTIVELY “DOW JONES INDEXES^SM”) ON THIS WEB SITE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ALL AMENDMENTS MADE AFTER MARCH 2003. IF ANY OF THESE TERMS AND CONDITIONS ARE UNACCEPTABLE TO YOU, YOU MAY NOT ACCESS OR USE DOW JONES INDEXES^SM. GENERAL TERMS AND CONDITIONS OF USE

Dow Jones Indexes^SM (including, without limitation, the Dow Jones Averages, Dow Jones Global Indexes, Dow Jones Titans Indexes, Dow Jones Islamic Market Indexes, Dow Jones Sustainability Indexes and Dow Jones-UBS Commodity Indexes) are proprietary to Dow Jones & Company, Inc. (Dow Jones) and/or its licensors. By accessing and using the Dow Jones Indexes^SM, you are indicating that you are at least 18 years old, and you agree to be bound by all these Terms and Conditions of Use. You may print and keep a copy of these Terms and Conditions of Use, but Dow Jones may change any of these terms at any time. When the terms are changed, the changes will appear in this document. Your use of Dow Jones Indexes^SM after any changes have been posted will constitute your agreement to the modified Terms and Conditions of Use. Therefore, you should read these Terms and Conditions of Use from time to time. If you do not agree to be bound by these Terms and Conditions of Use or any changes thereto, you should not use Dow Jones Indexes^SM again. PROPRIETARY RIGHTS AND LIMITATIONS ON USE Dow Jones Indexes^SM are protected by copyright and other intellectual property laws. Dow Jones Indexes^SM may be used only for your personal, non-commercial purposes. You agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from or store the Dow Jones Indexes^SM (or any portion thereof), without the express prior consent of Dow Jones. You may not use Dow Jones Indexes^SM for any unlawful purpose. All trade names, trademarks, service marks associated with the Dow Jones Indexes^SM (whether registered or unregistered) (the “Marks”) are proprietary to Dow Jones and/or its licensors and are protected by applicable trademark laws. Nothing contained in this web site should be construed as granting any license or right to use any of the Marks displayed here without the express written permission of Dow Jones or the applicable licensors . Any unauthorized use of the Marks is strictly prohibited. Also, you may not use any of the Dow Jones Indexes^SM or the Marks in connection with the issuance, trading, marketing or promotion of investment products (e.g., derivatives, structured products, investment funds, investment portfolios, etc. where the price, return and/or performance of the investment product is based on or related to the Indexes) without a separate written agreement with Dow Jones. Further, neither Dow Jones nor its licensors is giving investment advice, tax advice, legal advice, or other professional advice by providing the Dow Jones Indexes^SM, and neither Dow Jones nor its licensors sponsor, recommend or endorse the purchase or sale of any security or investment. If you violate any of these terms and conditions, Dw Jones has the right to terminate your access to all or any portion of the Dow Jones Indexes^SM immediately without notice. Your right to use the Dow Jones Indexes^SM is subject to any limits established by Dow Jones in its sole discretion.

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The Dow Jones Indexes^SM are proprietary to and distributed by Dow Jones & Company, Inc. and have been licensed for use.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and prospectus supplement by calling toll-free 1-877-858-5407.