Exhibit 5


                                               October 8, 1998
Citigroup Inc.
399 Park Avenue
New York, NY  10043

Ladies and Gentlemen:

      I am General  Counsel-Corporate  Law and Assistant  Secretary of Citigroup
Inc., a Delaware  corporation  (the  "Company").  I have acted as counsel to the
Company  in  connection  with the  preparation  and  filing of a  Post-Effective
Amendment  No.  1 on  Form  S-8 to the  Form  S-4  Registration  Statement  (the
"Registration  Statement") under the Securities Act of 1933, as amended, for the
registration of 45,754,813 shares of common stock, $.01 per share par value (the
"Shares"),  of the Company  relating to the Citicorp 1988 Stock  Incentive Plan,
the Citicorp 1997 Stock  Incentive  Plan,  the Citicorp 1994 Stock Purchase Plan
and the Citicorp Executive Incentive Compensation Plan, which plans were assumed
by the Company on October 8, 1998,  and the  Citibank  Savings  Incentive  Plan,
(collectively, the "Plans").

      In connection with the foregoing, I or attorneys under my supervision have
examined  the  minute  books and stock  records  of the  Company,  the  Restated
Certificate  of  Incorporation  and  By-Laws of the  Company,  as  amended,  the
Registration  Statement,  the Plans and resolutions duly adopted by the Board of
Directors  of the Company  relating to the Plans.  In  addition,  I or attorneys
under my supervision have reviewed such other documents and instruments and have
conferred  with  various   officers  and  directors  of  the  Company  and  have
ascertained  or  verified to my  satisfaction  such  additional  facts as I have
deemed  necessary  or  appropriate  for the  purposes of this  opinion.  In such
examination,  I have  assumed the legal  capacity of all  natural  persons,  the
genuineness of all signatures,  the  authenticity of all documents  submitted as
originals,  the conformity to original  documents of all documents  submitted as
certified,  photostatic  or  facsimile  copies,  and  the  authenticity  of  the
originals of such latter documents.

      Based upon the  foregoing I am of the opinion that the Shares to be issued
under the Plans have been duly  authorized  and,  when issued and  delivered  in
accordance with the terms of the Plans,  will be legally issued,  fully paid and
non-assessable.

      My  opinion is limited to  matters  governed  by the  Federal  laws of the
United  States  of  America  and the  General  Corporation  Law of the  state of
Delaware. I am not admitted to the practice of law in the state of Delaware.


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      I hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving this consent,  I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933, as amended,  or the Rules and  Regulations  of the
Securities and Exchange Commission thereunder.


                                                 Very truly yours,


                                                 /s/ Stephanie B. Mudick
                                                 -----------------------
                                                 Stephanie B. Mudick
                                                 General Counsel-Corporate Law