EXHIBIT 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ C. Michael Armstrong
--------------------------------------
(Signature)


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Alain J. P. Belda
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Kenneth J. Bialkin
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Kenneth T. Derr
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ John M. Deutch
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Ann Dibble Jordan
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Reuben Mark
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Michael T. Masin
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Dudley C. Mecum
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Richard D. Parsons
--------------------------------------
(Signature)


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Andrall E. Pearson
--------------------------------------
(Signature)


<PAGE>

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Robert B. Shapiro
--------------------------------------
(Signature)


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Franklin A. Thomas
--------------------------------------
(Signature)


<PAGE>

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
John S. Reed,  Sanford I. Weill,  Heidi G. Miller,  Charles O.  Prince,  III and
Stephanie B. Mudick, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and things
and  to   execute   any  and  all   instruments   and   documents   which   said
attorneys-in-fact and agents, or any of them, may deem advisable or necessary to
enable the Company to comply with the  Securities  Act of 1933,  as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange  Commission in respect thereof, in connection with the registration
of the securities of the Company being registered on the Registration  Statement
to which  this power of  attorney  is filed as an  exhibit  (the  "Securities"),
including  specifically,  but without  limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the  undersigned  as a
director  of the  Company,  the  Registration  Statement  to which this power of
attorney is filed as an exhibit,  a Registration  Statement under Rule 462(b) of
the Securities Act, or another  appropriate  form in respect of the registration
of the Securities,  and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of which
the  originals or copies  thereof are to be filed as a part of, or in connection
with, any such Registration Statement or amendments,  and to file or cause to be
filed the same with the  Securities and Exchange  Commission,  and to effect any
and all  applications  and  other  instruments  in the name and on behalf of the
undersigned  which  said  attorneys-in-fact  and  agents,  or any of them,  deem
advisable in order to qualify or register the  Securities  under the  securities
laws of any of the several States;  and the  undersigned  does hereby ratify all
that said  attorneys-in-fact  or agents, or any of them, shall do or cause to be
done by virtue thereof.


IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
January, 2000.


/s/ Arthur Zankel
--------------------------------------
(Signature)