EXHIBIT 24

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of Travelers
Group Inc., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 22nd day of
April, 1998.


/s/ Judith Arron
--------------------------------------
(Signature)


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 7th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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 to be issued or reserved for  issuance in  connection
with the  transactions  described in the  Registration  Statement on Form S-8 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, the Registration Statement on Form S-8 to which this power of attorney
is filed as an  exhibit,  a  registration  statement  under  Rule  462(b) of the
Securities  Act, 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,  said  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 7th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 7th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 7th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 7th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


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


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of CITIGROUP
INC., a Delaware corporation ("the Company"), does hereby constitute and appoint
Sanford I. Weill, John S. Reed, James Dimon,  Charles O. Prince, III and John J.
Roche, 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,  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  on Form S-8 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,  the  Registration
Statement  on Form S-8 to which this power of  attorney  is filed as an exhibit,
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,  said
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 8th day of
October, 1998.


/s/ Edgar S. Woolard
--------------------------------------
(Signature)


<PAGE>

                                POWER OF ATTORNEY

                                   (Form S-8)


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  a director of TRAVELERS
GROUP INC., a Delaware  corporation ("the Company"),  does hereby constitute and
appoint  Sanford I. Weill,  James Dimon,  Irwin  Ettinger and Charles O. Prince,
III, 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,  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  on Form S-8 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,  the  Registration
Statement on Form S-8 to which this power of attorney is filed as an exhibit,  a
registration  statement under Rule 462(b) of the Securities Act, 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, said 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 7th day of
October, 1998.


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