As filed with the Securities and Exchange Commission on November 1, 1999

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                 CITIGROUP INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         52-1568099
      (State or other jurisdiction of                   (I.R.S. employer
   incorporation or organization)                    identification number)

                              153 EAST 53RD STREET
                            NEW YORK, NEW YORK 10043
                                 (212) 559-1000
          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                            STEPHANIE B. MUDICK, ESQ.
                        GENERAL COUNSEL -- CORPORATE LAW
                                 CITIGROUP INC.
                              153 EAST 53RD STREET
                            NEW YORK, NEW YORK 10043
                                 (212) 559-1000
       (Name, address, including zip code, and telephone number, including
                area code, of agent for service for registrant)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of the registration statement.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of  1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.  [X]


<PAGE>

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]

         If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [_]


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                           Amount to be            Proposed               Proposed
Title of securities to be registered        registered         maximum aggregate      maximum aggregate    Amount of registration
                                                              price per unit (1)       offering price                fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                    <C>                    <C>
Common Stock par value $.01.........      300,000 shares            $48.96875             $14,690,625              $4,084
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457 and based on the average of the high and low prices of
the Common Stock on October 26, 1999


    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.


                                       ii


<PAGE>

[FLAG]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED NOVEMBER 1, 1999
PROSPECTUS
                                 CITIGROUP INC.

                        TRAVELERS PROPERTY CASUALTY CORP.
              AGENCY CAPITAL ACCUMULATION PLAN FOR CITIGROUP STOCK

                         300,000 shares of Common Stock

      The shares are traded on the New York Stock Exchange and Pacific Exchange,
Symbol: C

         Under the Travelers Property Casualty Corp. Agency Capital Accumulation
Plan for Citigroup Stock, restricted shares and agency shares of common stock of
Citigroup Inc. will be used to attract and retain key insurance agencies of
Travelers Property Casualty Corp. and its subsidiaries. The agencies receiving
restricted shares must meet eligibility conditions and agree to receive the
shares in place of a portion of cash compensation. The price of the restricted
shares is based on Citigroup's stock price discounted by 25%. The restricted
shares have restrictions imposed on them and may be forfeited in certain
circumstances. The agencies receiving agency shares will be selected by the
committee administering the Plan, which will also determine the restrictions and
conditions placed on agency shares.

        This prospectus explains:

        o  how the agencies can participate

        o  the requirements for receiving the shares

        o  how the share price is calculated

        o  restrictions on the shares

        o  the forfeiture policy if certain requirements are not met

        o  other aspects of the Plan

         Citigroup indirectly owns a majority of the outstanding common stock of
Travelers Property Casualty Corp., which sponsors the Agency Capital
Accumulation Plan for Citigroup Stock. Where required, Salomon Smith Barney
Inc., a registered broker-dealer, will act as the agent on Citigroup's behalf.
Citigroup does not pay any underwriting discount or commission in connection
with these shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS COMPLETE OR TRUTHFUL. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                      PROSPECTUS DATED ___________ __, 1999


<PAGE>

                                TABLE OF CONTENTS



CITIGROUP...................................................................3

TRAVELERS...................................................................3

TRAVELERS PROPERTY CASUALTY CORP. AGENCY CAPITAL
    ACCUMULATION PLAN FOR CITIGROUP STOCK...................................4
     General Information ...................................................4
     Description of the Plan................................................4
     Restricted Stock.......................................................6
     Agency Stock...........................................................7
     Administration of the Plan.............................................7
     Relationship Among Citigroup, Travelers and the Agency.................8
     Certain Federal Income Tax Consequences................................8
     Change of Control......................................................9
     Amendments to or Discontinuance of the Plan............................9

USE OF PROCEEDS.............................................................9

WHERE YOU CAN FIND MORE INFORMATION.........................................10

LEGAL MATTERS...............................................................11

EXPERTS.....................................................................11

ANNEX A: THE PLAN............................................................A-1


                                       2


<PAGE>

                                    CITIGROUP

         Citigroup Inc. is a holding company formerly known as Travelers Group
Inc. Citigroup indirectly owns approximately 84% of the outstanding common stock
of Travelers Property Casualty Corp. Citigroup's businesses provide a broad
range of financial services to consumer and corporate customers around the
world. Among these businesses are Citibank, CitiFinancial, Primerica Financial
Services, Salomon Smith Barney, SSB Citi Asset Management, Travelers Life and
Annuity and Travelers Property Casualty.

         Citigroup services its obligations primarily with dividends and
advances that it receives from subsidiaries. Citigroup's subsidiaries that
operate in the banking, insurance and securities business can only pay dividends
if they are in compliance with regulatory requirements imposed on them by
federal bank regulatory authorities, state insurance departments and securities
regulators. Citigroup's subsidiaries may be party to credit agreements that
restrict their ability to pay dividends. Citigroup must also maintain the
required capital levels of a bank holding company before it may pay dividends on
its stock. Each of Citigroup's major operating subsidiaries finances its
operations on a stand-alone basis consistent with its capitalization and
ratings.

         Under longstanding policy of the Federal Reserve Board, a bank holding
company is expected to act as a source of financial strength for its subsidiary
banks and to commit resources to support such banks. As a result of that policy,
Citigroup may be required to commit resources to its subsidiary banks.

         Citigroup's principal executive offices are located at 153 East 53rd
Street, New York, New York 10043, and its telephone number is (212) 559-1000.

                                    TRAVELERS

         Travelers Property Casualty Corp. is an insurance holding company
chartered in 1996 in Delaware. Through its subsidiaries it is engaged in the
property and casualty insurance business in all states of the United States, the
District of Columbia, Puerto Rico and Guam. The term "Travelers" in this
prospectus refers to Travelers Property Casualty Corp. and its consolidated
subsidiaries.

         Travelers' home office is located at One Tower Square, Hartford,
Connecticut 06183, and its telephone number is (860) 277-0111.


                                       3


<PAGE>

                        TRAVELERS PROPERTY CASUALTY CORP.
              AGENCY CAPITAL ACCUMULATION PLAN FOR CITIGROUP STOCK

GENERAL INFORMATION

         Under the Plan, Citigroup issues restricted stock to eligible agencies
that elect to participate. By participating in the Plan, the agencies will
receive awards of restricted stock instead of cash for a portion of their
performance plus payments. Under the Plan, Citigroup may also issue agency stock
to eligible agencies selected by Citigroup's Personnel, Compensation and
Directors Committee or its designee, which is called the "Committee" in this
prospectus.

         The Board of Directors of Travelers authorized the Plan on October 19,
1999; it will become effective on November 1, 1999. The Plan enables Travelers
to attract, retain and motivate independent property-casualty insurance
agencies. The Plan allows Travelers to compensate the agencies for their
contributions to the growth and profits of Travelers and its parent, Citigroup.
It also encourages the agencies to own Citigroup common stock. The Plan will
operate in conjunction with the Travelers Property Casualty Corp. Agency Capital
Accumulation Plan, which is called the "TAP CAP Plan" in this prospectus.

         Below is a summary of the Plan. If there are any discrepancies between
this summary and the full text of the Plan, attached as Annex A, the text of the
Plan takes precedence.

DESCRIPTION OF THE PLAN

         Eligibility. The Plan allows for awards of restricted stock or agency
stock to eligible agencies selected by the Committee. Restricted stock has
forfeiture provisions and time restrictions on the holders' ability to transfer
the stock. Agency stock has fewer or different restrictions on the holders'
ability to transfer the stock. To be eligible for restricted stock awards,
agencies must earn a minimum performance plus payment in the calendar year for
which an election of restricted stock award is made. The current minimum
performance plus payment is $5,000 but this amount may be changed at any time by
the Committee. The minimum performance plus payment must be earned in either the
Commercial Lines, Personal Lines or Bond. Performance plus payments cannot be
combined from Commercial Lines, Personal Lines or Bond to obtain the minimum
performance plus payment.

         Awards of Restricted Stock. Eligible agencies that choose to
participate in the Plan will receive awards of restricted stock instead of cash
payment of a percentage of the participant's performance plus payment
represented by the award. The Committee will determine the awards based on
Travelers's recommendations and each eligible agency's election to participate.
For each eligible agency or group of agencies, the Committee will determine:

        o  the number of shares to be awarded,

        o  the minimum performance plus payment that must be earned to be
           eligible for an award,


                                       4

<PAGE>

        o  the minimum and maximum level of stock -- based on a percentage of
           the performance plus payment -- available to agencies that qualify
           for awards,

        o  the frequency of awards, and

        o  all other terms and conditions that apply to Plan participation and
           the awards.

        Percentage Participation. Agencies that are eligible to receive
restricted stock under the Plan will be asked to elect to participate during
each annual enrollment period for the Plan. Participants will specify the
percentage of their performance plus payment to be paid in restricted stock. An
agency may be asked to elect to participate in the Plan before knowing if it is
eligible to participate in the Plan. The current guidelines for the Plan allow
participants to elect restricted stock awards which will be divided between the
Plan and the TAP CAP Plan as determined by the Committee and that in total will
be at least 10% but not more than 50% of performance plus payments. For purposes
of these calculations, performance plus payments will include the discounted
value of any award of restricted stock. Fractional shares of restricted stock
will be paid in cash. If there is an adjustment to the performance plus payment
after an award of restricted stock under the Plan, Travelers may pay the
adjustment amount entirely in cash.

         Agencies making elections under the Plan must meet all administrative
guidelines adopted by the Committee from time to time, including ensuring that
elections are received on time. Once a percentage election to receive the
restricted stock is made, it cannot be revoked or changed, and participation
must continue throughout the calendar year. An agency can only discontinue
participation or modify its percentage elections during the enrollment period
for the next calendar year.

         Discounted Price of Restricted Stock. The price of the restricted stock
will be based on the fair market value of Citigroup stock and then discounted.
The Citigroup stock price used will be an average of the closing prices for
Citigroup on the New York Stock Exchange for the five trading days before the
award date. That average price will be discounted by 25%.

         The Committee may determine that another discount rate should be used
to reflect the impact of the stock's restrictions and its potential for
forfeiture. The Committee may also choose an alternate way to determine the
Citigroup stock price to be discounted.

         Awards of Agency Stock. Eligibility for agency stock awards is
determined by the Committee. Agencies chosen by the Committee need not be
participants under the restricted stock portion of the Plan. The agency stock
will be issued by Citigroup under the terms of the Plan to agencies selected by
the Committee. Awards of agency stock will be in addition to any cash or other
compensation, including restricted stock awards, paid to an agency. The number
of shares of agency stock awarded under the Plan may be determined by a formula
or formulas approved by the Committee or may be determined by the Committee
individually on a case by case basis. For any award of agency stock, the
Committee will determine:

        o  the number of shares of agency stock to be awarded,


                                       5


<PAGE>

        o  the frequency of awards, and

        o  any other terms and conditions of the awards.

RESTRICTED STOCK

         Transfer Restrictions. Agencies that receive an award of restricted
stock may not transfer or pledge the restricted stock for three years after the
award date. This restriction does not prohibit the agency from entering into
agreements with its producers with respect to rights and limitations associated
with the stock. However, these producers will have no rights under the Plan, and
neither Travelers, Citigroup nor their affiliates will have any liability under
such agreements. The Plan does not allow funds or securities held under the Plan
to have any liens attached.

         The Committee reserves the right to:

         o  change or extend the restricted period,

         o  provide for alternative restrictions during an extension,

         o  provide for the lapse of restrictions in installments, and

         o  accelerate or waive any restrictions in whole or in part.

         Dividends and Voting Rights. Holders of restricted stock may receive
regular dividends or dividend equivalents during the restricted period.
Generally, during the restricted period, a holder may direct the vote of his or
her shares. The Plan Administrator will vote the shares according to the
instructions it receives from the restricted stock holders. The Plan
Administrator will vote restricted stock for which no instructions are received
in proportion to the votes that were received.

         Vesting and Forfeiture. When the restricted period ends (or if the
restrictions are waived), the agency, as shareholder, will have full power over
the shares. Shareholders may be allowed to sell these shares to Citigroup or to
an affiliate. If repurchased by Citigroup, the shares may be used for future
awards under the Plan. Citigroup has no commitment to purchase any shares.

         In order to keep the shares it has been awarded, each agency must
continue to maintain certain levels of performance throughout the restricted
period. Forfeiture will be based on a separate determination of performance in
each line of business in which the award was granted. The determination of
performance for each award will be made in each calendar year that transfer
restrictions apply to the award. If a participant's written premiums in a line
of business are reduced by 50% or more from the premiums written in the year on
which the award was based, the participant will forfeit all restricted stock
awarded in that line for the year on which the award was based. Forfeiture
determinations will be made separately for each award in each line of business.

         An agency will also forfeit all restricted stock awards outstanding if,
for any reason, it fails to maintain its general agency agreement with Travelers
throughout the restricted period.


                                       6


<PAGE>

         If the participant has to forfeit restricted stock, the participant
will have no further rights in the restricted stock or in the performance plus
payment on which the restricted stock award was made. Performance plus payments
made in cash will not be forfeited.

AGENCY STOCK

         Shares of agency stock under the Plan will not be subject to the
limitations imposed on the restricted stock unless the Committee determines to
impose those or other restrictions.

ADMINISTRATION OF THE PLAN

         The Committee.  The Committee is made up of eight members, none of whom
are employees of Citigroup. The Committee may delegate some or all of its
authority.

         Powers of the Committee.  The Committee has the exclusive right to:

        o  designate eligible agencies,

        o  determine eligibility requirements,

        o  determine minimum and maximum compensation payable in restricted
           stock and all other terms of participation,

        o  designate agencies that can receive agency stock,

        o  determine and/or modify the conditions of vesting and forfeiture and
           other terms and conditions of the awards under the Plan, and

        o  make all other determinations in the interpretation and
           administration of the Plan.

        The Committee has the authority to administer and interpret the Plan,
and its decisions are final, binding and conclusive. Any claims or disputes
relating to the awards granted under the Plan will be resolved by arbitration,
according to the rules and procedures of the American Arbitration Association.

        Reports. At least once a year, Citigroup will send each participating
agency a report on the amount and status of its award(s). Participating agencies
may request additional information about the Plan and its administrators by
contacting Travelers Property Casualty Corp., Attention: Agency Compensation
Department, One Tower Square, Hartford, CT 06183; telephone number (860)
277-7673.

        Authorized Shares. Three hundred thousand (300,000) shares of common
stock may be issued under the Plan. These shares may be a new issuance of shares
or may be purchased from the open market and reissued as awards. The total
number of shares may be increased or decreased, as determined by the Committee,
due to a stock dividend, recapitalization, stock split or other transaction that
materially affects the common stock.


                                       7


<PAGE>

        Award Agreements and Stock Certificates. Generally, an agency has no
rights to a restricted stock award or an agency stock award that contains
restrictions until it signs and returns a restricted stock award agreement. Any
stock certificate registered in the agency's name will contain a legend
describing the terms and restrictions that apply to the stock awarded. At its
option, Citigroup may make a book entry -- i.e., a computerized or manual entry
-- in its records to evidence an award.

         Citigroup's book entry system consists of a computerized tracking
system which records items such as awards, transactions, elections and proxy
mailings. Citigroup's records are binding on the agencies.

         Once the restricted period is over, agencies may direct Citigroup to
issue certificates to other individuals or to credit their Salomon Smith Barney
brokerage accounts with all or a portion of the common stock. This must be done
in writing, and neither Citigroup, Travelers nor their affiliates will have any
liability in connection with these transactions.

         The Committee may require Citigroup to hold any stock certificate
issued in connection with the restricted stock or the agency stock until the
restricted period is over.

RELATIONSHIP AMONG CITIGROUP, TRAVELERS AND THE AGENCY

         The Plan described in this prospectus is for the benefit of eligible
agencies only. Travelers and the agency enter into the agreement for the
restricted stock award or for an agency stock award with restrictions.
Agreements between an agency and its producers do not create any legal
obligations on the part of Citigroup, Travelers or any of their affiliates.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE DESCRIPTIONS OF THE TAX TREATMENT IN THIS PROSPECTUS ARE BASED ON THE U.S.
FEDERAL INCOME TAX LAWS AND THE INTERPRETATION AND APPLICATION OF THOSE LAWS AS
OF THE DATE OF THIS PROSPECTUS. REGARDLESS OF THE AGENCY'S TAXPAYING STATUS, THE
AGENCY SHOULD CONSULT ITS TAX ADVISOR TO DETERMINE THE APPLICABILITY OR
INTERPRETATION OF ANY STATE, LOCAL AND FOREIGN TAX LAWS THAT MAY BE RELEVANT TO
ITS PARTICULAR TAX SITUATION. FUTURE LEGISLATION MAY CHANGE THE CURRENT TAX
LAWS; THESE CHANGES WOULD TAKE PRECEDENCE OVER THE INTERPRETATION IN THIS
PROSPECTUS AND OTHER AWARD-RELATED COMMUNICATIONS.

         Restricted Stock. Generally, an agency must include in ordinary income
an amount equal to the fair market value of the restricted stock at the time the
restricted stock is no longer subject to a substantial risk of forfeiture within
the meaning of Section 83 of the Internal Revenue Code. Restricted stock is no
longer subject to a substantial risk of forfeiture upon the expiration of the
restricted period. If, for any reason, the agency forfeits the award of
restricted stock, the forfeiture will not give rise to the recognition of income
or loss. Any tax or other amount will be withheld as required on the amount of
ordinary income attributable to the restricted stock, based on the fair market
value of the award at that time.


                                       8


<PAGE>

         83(b) election. An agency may elect pursuant to Section 83(b) of the
Internal Revenue Code -- which is commonly referred to as an "83(b) election" --
to include as income in the year the restricted stock is transferred to the
agency by the company -- i.e., the taxable year in which the award is granted --
an amount equal to the fair market value of the restricted stock on the date of
the award, as if the restricted stock were unrestricted and could be sold or
transferred immediately. If the agency makes an 83(b) election, the agency will
not be subject to taxation at the time the restricted stock is no longer subject
to a substantial risk of forfeiture. If the agency subsequently forfeits stock
subject to the 83(b) election, no deduction or tax refund will be allowed for
the amount included as income as a result of the 83(b) election. The agency is
responsible for making the 83(b) election and timely filing it with the Internal
Revenue Service within thirty days of the award date.

         An agency's tax basis for the restricted stock equals the amount of
ordinary income recognized by the agency with respect to the restricted stock.
Once the restricted period expires, if shares are sold, an agency will generally
recognize capital gain or loss if the restricted stock has been held as a
capital asset. The capital gain or loss will be treated as long-term if the
stock sold was held for more than one year. The holding period for capital gains
treatment begins when the restricted period expires, unless the agency has made
an 83(b) election, in which event the holding period begins on the award date.

         Dividends. Dividends distributed on shares of restricted stock during
the restricted period are taxable to the agency as compensation -- assuming that
the agency has not made an 83(b) election -- and taxes or other amounts will be
withheld as required on those dividend payments. Citigroup will generally be
entitled to a deduction, for federal income tax purposes, with respect to those
dividends. If the agency has made an 83(b) election, then dividends will be
taxable to the agency as dividend income, and Citigroup generally will not be
entitled to a deduction for these amounts.

CHANGE OF CONTROL

         If there is a change of control, as defined in the Plan, all
restrictions on the restricted stock awards will immediately lapse. A change of
control may consist of one or more events.

AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN

         The Board of Directors of Citigroup may terminate, amend or modify the
Plan at any time. However, the Board cannot make any change that would adversely
affect an agency's existing award without that agency's consent.

                                 USE OF PROCEEDS

         Citigroup will not receive cash proceeds from agencies in connection
with issuing stock.


                                       9


<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

         As required by the Securities Act of 1933, Citigroup filed a
registration statement with the Securities and Exchange Commission --
registration no. 333-_____ -- relating to the securities offered by this
prospectus. This prospectus is a part of that registration statement, which
includes additional information.

         Citigroup files annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any materials
Citigroup files with the SEC at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.

         The SEC also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including Citigroup.
Additional information about Citigroup may be obtained by accessing the
Citigroup website at http://www.citigroupinfo.com.

         The SEC allows Citigroup to "incorporate by reference" the information
it files with the SEC, which means that it can disclose important information to
you by referring you to those filings. The information incorporated by reference
is considered to be part of this prospectus. Information that Citigroup files
later with the SEC will automatically update information in this prospectus. In
all cases, you should rely on the later information over different information
included in this prospectus.

         Citigroup incorporates by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934:

        o  Citigroup's Annual Report on Form 10-K, as amended, for the fiscal
           year ended December 31, 1998.

        o  Citigroup's Quarterly Reports on Form 10-Q, for the quarters ended
           March 31, 1999 and June 30, 1999.

        o  Citigroup's Current Reports on Form 8-K, dated January 25, 1999,
           March 26, 1999, April 19, 1999, May 6, 1999, July 19, 1999, October
           18, 1999 and October 26, 1999.

        o  the description of Citigroup's common stock contained in Citigroup's
           registration statement on Form 8-B, dated May 10, 1988, as updated by
           the description of Citigroup's common stock contained in Citigroup's
           registration statement on Form S-4 dated June 11, 1998 --
           registration no. 333-56589, and any amendment or reports filed for
           the purpose of further updating such description.

         All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
completion of the offering of the securities


                                       10


<PAGE>

described in this prospectus will be incorporated by reference in this
prospectus from the date of filing of those documents.

         You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following address:

         Treasurer
         Citigroup Inc.
         153 East 53rd Street
         New York, NY 10043
         (212) 559-1000

         You should rely only on the information provided in this prospectus as
well as the information incorporated by reference. Citigroup has not authorized
anyone to provide you with different information. Citigroup is not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any documents
incorporated by reference is accurate as of any date other than the date on the
front of the applicable document.

                                  LEGAL MATTERS

         Citigroup's General Counsel -- Corporate Law, Stephanie B. Mudick, has
passed upon the validity of the shares issued under the Plan. Ms. Mudick
beneficially owns or has rights to acquire an aggregate of less than 1% of
Citigroup's common stock.

                                     EXPERTS

         The consolidated financial statements of Citigroup as of December 31,
1998 and 1997, and for each of the years in the three-year period ended December
31, 1998, have been audited by KPMG LLP, independent certified public
accountants, as set forth in their report on the consolidated financial
statements. The consolidated financial statements are included in Citigroup's
annual report on Form 10-K, as amended, for the year ended December 31, 1998,
and incorporated by reference in this prospectus. The report of KPMG LLP also is
incorporated by reference in this prospectus. This report states that KPMG LLP
did not audit the consolidated financial statements of Salomon Inc and its
subsidiaries for the year ended December 31, 1996, appearing in Salomon Inc's
annual report on Form 10-K for the year ended December 31, 1996. The report also
states that their opinion regarding any amounts derived from the Salomon
financial statements is based on the report of Arthur Andersen LLP. The
consolidated financial statements of Citigroup referred to above are
incorporated by reference in this prospectus in reliance upon such reports and
upon the authority of said firms as experts in accounting and auditing. To the
extent that KPMG LLP audits and reports on consolidated financial statements of
Citigroup issued at future dates, and consents to the use of their report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and said
authority.


                                       11


<PAGE>

ANNEX A


                        TRAVELERS PROPERTY CASUALTY CORP.
              AGENCY CAPITAL ACCUMULATION PLAN FOR CITIGROUP STOCK
                             AS OF NOVEMBER 1, 1999

SECTION 1.  PURPOSE OF THE PLAN.

         The name of this plan is TRAVELERS PROPERTY CASUALTY CORP. AGENCY
CAPITAL ACCUMULATION PLAN FOR CITIGROUP STOCK (the "Plan"). The purpose of the
Plan is to enable Travelers Property Casualty Corp., a Delaware corporation
("Travelers"), a majority-owned indirect subsidiary of CITIGROUP INC., a
Delaware corporation ("Citigroup"), and its Subsidiaries to attract, retain and
motivate Agencies (as hereinafter defined), to compensate them for their
contributions to the growth and profits of Citigroup and to encourage ownership
of common stock, par value $.01 per share (the "Common Stock"), of Citigroup on
the part of such Agencies. The Plan provides incentives to participating
Agencies which are linked directly to increases in stockholder value and will
therefore inure to the benefit of all stockholders of Citigroup. Unless
otherwise determined by the Committee (as hereinafter defined), the Plan will
operate in conjunction with the Travelers Property Casualty Corp. Agency Capital
Accumulation Plan ("TAP CAP Plan") under which awards are made consisting of
Common Stock and restricted common stock of Travelers Property Casualty Corp.

SECTION 2.  DEFINITIONS.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "AGENCIES" means independent property-casualty insurance agencies
         appointed by the Insurance Companies to represent the Insurance
         Companies in the sale of insurance or otherwise.

         (b) "AGENCY STOCK" means shares of Common Stock awarded pursuant to
         Section 6.

         (c) "AGENCY STOCK AWARD AGREEMENT" shall have the meaning ascribed to
         such term in Section 6(c).

         (d) "ANNUAL PREMIUM" with respect to any given year means the annual
         written property-casualty premium (Eligible Premium or Eligible Net
         Written Premium) (as defined in the Agency Performance Plus Agreements)
         between a Participant and any of the Insurance Companies.

         (e) "BASE YEAR" shall have the meaning ascribed to such term in Section
         3(a).

         (f) "CAUSE" means conduct by a Participant that materially breaches
         such Participant's agreement with the Insurance Companies or that is
         demonstrably injurious to Travelers, Citigroup or a Subsidiary,
         monetarily or otherwise, which conduct shall include, but not be
         limited to (i) disclosing or misusing any confidential information
         pertaining to Travelers,


                                      A-I


<PAGE>

         Citigroup or a Subsidiary or (ii) disparaging Travelers, Citigroup,
         any Subsidiary or any of their respective officers or directors. The
         determination of whether any conduct, action or failure to act
         constitutes "Cause" shall be made by the Travelers Committee in its
         discretion.

         (g) "CITIGROUP" shall have the meaning ascribed to such term in
         Section 1.

         (h) "CITIGROUP BOARD" means the Board of Directors of Citigroup.

         (i) "COMMITTEE" means the Personnel, Compensation and Directors
         Committee of the Citigroup Board or any subcommittee or designee
         thereof.

         (j) "COMMON STOCK" shall have the meaning ascribed to such term in
         Section 1.

         (k) "ELIGIBLE AGENCIES" shall have the meaning ascribed to such term in
         Section 3(a).

         (l) "INSURANCE COMPANIES" means The Travelers Indemnity Company,
         Travelers Casualty and Surety Company and the Standard Fire Insurance
         Company and their respective property-casualty subsidiaries and
         affiliates.

         (m) "LINE" means a line of business such as Commercial Lines, Personal
         Lines or Bond.

         (n) "PARTICIPANT" means an Eligible Agency that elects to participate
         in the Plan.

         (o) "PERFORMANCE PLUS" means the Performance Plus Payment described in
         the Bond and Commercial Lines Performance Plus Agreements and/or the
         Participation Payment described in the Personal Lines Performance Plus
         Agreement or any similar or successor agreement for each Line.

         (p) "PLAN" shall have the meaning ascribed to such term in Section 1.

         (q) "PRODUCER" means, with respect to any Agency, a property-casualty
         insurance sales agent who is a principal or employee of such Agency.

         (r) "RESTRICTED AGENCY STOCK AWARD AGREEMENT" shall have the meaning
         ascribed to such term in Section 5(b).

         (s) "RESTRICTED PERIOD" means the three-year period (or such other
         period determined by the Committee) together with any extension thereof
         approved pursuant to the Plan, commencing on the date of an award of
         Restricted Agency Stock;

         (t) "RESTRICTED AGENCY STOCK" means shares of Common Stock that are
         subject to the restrictions and potential forfeiture set forth in
         Section 5.

         (u) "SUBSIDIARY" means any entity at least one-half of whose
         outstanding voting stock, or beneficial ownership for entities other
         than corporations, is owned, directly or indirectly, by Travelers, or
         which is otherwise controlled directly or indirectly by Travelers.


                                      A-II


<PAGE>

         (v) "TRAVELERS" shall have the meaning ascribed to such term in
         Section 1.

         (w) "TRAVELERS BOARD" means the Board of Directors of Travelers.

SECTION 3.  ELIGIBILITY AND PARTICIPATION.

         (a) RESTRICTED AGENCY STOCK. Agencies that earn the minimum Performance
Plus and are selected from time to time by the Committee, in its discretion
("Eligible Agencies"), shall be eligible to participate in the Plan and receive
one or more awards of Restricted Agency Stock. The minimum Performance Plus that
must be earned for the calendar year for which such Performance Plus is earned
(the "Base Year") before a Restricted Agency Stock award can be elected is
currently $5,000 in respect of the Line to which such Performance Plus relates,
but the Committee may, in its discretion, provide for alternative minimum
Performance Plus that must be earned. Commercial Lines, Personal Lines and Bond
are not aggregated for this purpose.

         (b) AGENCY STOCK. Eligible Agencies that are selected from time to time
by the Committee, in its discretion, shall be eligible to receive one or more
awards of Agency Stock under the Plan.

SECTION 4.  AMOUNT AND FORM OF AWARDS.

         (a) RESTRICTED AGENCY STOCK. Eligible Agencies that make a timely
election may be awarded Restricted Agency Stock in such amounts as are described
below. For Eligible Agencies electing to participate, unless otherwise
determined by the Committee, the amount of any award of Restricted Agency Stock
that may be elected shall be divided between this Plan and the TAP CAP Plan as
determined by the Committee and in total shall not be less than an amount equal
to 10% of Performance Plus and not more than an amount equal to 50% of
Performance Plus; provided, that any such election and award shall be separately
determined with respect to Performance Plus for each of Commercial Lines,
Personal Lines and Bond. An election to receive Restricted Agency Stock shall be
of no force and effect unless made in accordance with the administrative
procedures established by the Committee from time to time, including, without
limitation, timely receipt by Travelers of an annual election form from the
Eligible Agency. Awards of Restricted Agency Stock shall be granted at such time
as the Committee may in its discretion determine, and the Committee may also in
its discretion provide for alternative methods for grants of awards including
but not limited to alternative minimum and maximum awards and other terms and
conditions of awards. Awards of Restricted Agency Stock will be made in lieu of
cash payment of a percentage of the Participant's Performance Plus.

         (b) AGENCY STOCK. Eligible Agencies that are selected by the Committee
pursuant to Section 3(b) may be awarded Agency Stock in such amounts as are
determined by the Committee in its discretion. Awards of Agency Stock shall be
granted to those Eligible Agencies (which need not be Participants under the
Plan) at such time as the Committee may in its discretion determine, without the
making of any election on the part of the recipient. Awards of Agency Stock will
be in addition to any cash or other compensation, including awards of Restricted
Agency Stock, if any, otherwise payable to the Eligible Agency selected to
receive such award.


                                     A-III


<PAGE>

         (c) The number of shares of Common Stock which may be issued under the
Plan, either as Restricted Agency Stock or Agency Stock, shall be equal to Three
Hundred Thousand (300,000) shares of Common Stock, subject to adjustment as
provided in Section 8. Common Stock issued pursuant to Awards granted under the
Plan may be either authorized but unissued shares or previously issued shares
reacquired by Citigroup, or both. In the event Restricted Agency Stock is
forfeited prior to the end of the Restricted Period, the shares of Common Stock
called for by such award of Restricted Agency Stock will become available for
future awards.

SECTION 5.  RESTRICTED AGENCY STOCK.

         (a) The number of shares of Restricted Agency Stock awarded to a
Participant under the Plan shall be determined by a formula or formulas approved
by the Committee, which will take into account elections made under the Plan. In
order to reflect the impact of the restrictions on the value of the Restricted
Agency Stock, as well as the possibility of forfeiture of the Restricted Agency
Stock, the fair market value of Common Stock shall be discounted at 25% in
determining the number of shares of Restricted Agency Stock to be awarded. The
Committee may, where it deems appropriate, and in its discretion, provide for an
alternative discount rate. For purposes of this Plan, the fair market value of
Common Stock for an award will be the average of the Common Stock's closing
prices on the Composite Tape of the New York Stock Exchange, Inc. for the five
(5) trading days prior to the date of the award. The dollar value of an award
will be divided by the discounted market value to determine the number of shares
of Restricted Agency Stock in an award. The value of fractional shares will be
paid currently in cash. In the event the Committee provides for alternative
methods for grants of awards, the Committee may, in its discretion, provide for
alternative methods of determining the fair market value of the Common Stock for
such awards, and may also provide for alternative forfeiture provisions. In the
event there is an adjustment to the Performance Plus after the date of an award
of Restricted Agency Stock under the Plan, Travelers may pay the adjustment
amount entirely in cash.

         (b) Unless the Committee determines otherwise, a Participant will not
have any rights with respect to an award of Restricted Agency Stock unless or
until such Participant has executed an agreement evidencing the award in form
and substance satisfactory to the Committee (a "Restricted Agency Stock Award
Agreement") and has delivered a fully executed copy thereof to Travelers. Each
Participant that is awarded Restricted Agency Stock may, but need not, be issued
a stock certificate in respect of such shares of Restricted Agency Stock. In the
event a certificate is not issued in the name of a Participant, a "book entry"
(i.e., a computerized or manual entry) will be made in the records of Citigroup
to evidence the award of shares of Restricted Agency Stock to such Participant.
Such Citigroup records shall, absent manifest error, be binding on the
Participants. Each certificate, if any, registered in the name of a Participant
shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such award, substantially in the following form:

         "The transferability of the certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the Travelers Property Casualty Corp. Agency Capital
         Accumulation Plan for Citigroup Stock and a Restricted Agency Stock
         Award Agreement entered into between the registered owner and Travelers
         Property Casualty Corp. Copies of such Plan and Agreement are on file
         in the offices of Travelers Property Casualty Corp."


                                      A-IV


<PAGE>

         Any stock certificate issued in the name of a Participant evidencing
shares of Restricted Agency Stock will be held in the custody of Citigroup until
the restrictions thereon shall have lapsed, and, as a condition of such issuance
of a certificate for Restricted Agency Stock, the Participant shall have
delivered a stock power, endorsed in blank, relating to the shares covered by
such certificate.

         (c) The shares of Restricted Agency Stock awarded pursuant to this
Section 5 shall be subject to the following restrictions and conditions:

                  (i) Subject to the provisions of the Plan and the Restricted
         Agency Stock Award Agreements, during the Restricted Period the
         Participant shall not be permitted to sell, transfer, pledge or assign
         shares of Restricted Agency Stock awarded under the Plan. The foregoing
         shall not prohibit a Participant from entering into agreements with its
         Producers with respect to rights and obligations associated with the
         Restricted Agency Stock; provided, however, that Producers shall have
         no rights hereunder and neither the Committee, Travelers, Citigroup nor
         any of their Subsidiaries or affiliates nor any of their respective
         directors, officers or employees shall have any liability thereunder or
         with respect thereto. The Committee may, in its discretion, (x)
         initially provide for an alternative Restricted Period or alter the
         Restricted Period for a previously granted award (provided that the
         Committee may not extend the Restricted Period for a previously granted
         award without the Participant's written consent), (y) during any
         extension of such Restricted Period, provide for alternative
         restrictions and (z) provide for the lapse of any such restrictions in
         installments and accelerate or waive any such restrictions in whole or
         in part based on such factors and such circumstances as the Committee
         may determine, in its discretion.

                  (ii) Unless the Committee in its discretion shall determine
         otherwise at or prior to the time of the grant of any award, the
         Participant shall have the right to direct the vote of its shares of
         Restricted Agency Stock during the Restricted Period, in accordance
         with paragraph (e) of this Section 5. The Participant shall have the
         right during the Restricted Period to receive any regular dividends or
         dividend equivalents on such shares of Restricted Agency Stock. The
         Committee shall in its discretion determine the Participant's rights
         with respect to extraordinary dividends or distributions on the shares
         of Restricted Agency Stock.

                  (iii) Shares of Common Stock shall be delivered to the
         Participant either in certificate form or by crediting the
         Participant's brokerage account at Salomon Smith Barney Inc. promptly
         after, and only after, the Restricted Period has expired (or such
         earlier time as the restrictions may lapse in accordance with paragraph
         (c)(i) of this Section 5) so long as there has been no event resulting
         in forfeiture of such award of Restricted Agency Stock. After the
         restrictions lapse, the Participant may, instead of receiving all of
         the Common Stock, direct Travelers, in writing, to issue certificates
         to particular Producers or credit the brokerage accounts of such
         specified Producers at Salomon Smith Barney Inc. with all or a portion
         of the Common Stock; provided, however, that neither the Committee,
         Travelers or Citigroup nor any of their subsidiaries or affiliates nor
         any of their perspective directors, officers or employees shall have
         any liability to any Agency or Producer with respect to such issuance.


                                      A-V


<PAGE>

         (d) Subject to the provisions of paragraph (c)(i) of this Section 5,
the following provisions shall apply to a Participant's shares of Restricted
Agency Stock prior to the end of the Restricted Period (including extensions):

         Each award of Restricted Agency Stock shall be subject to forfeiture
         based upon a separate determination of performance in respect of the
         Line in which the award was originally granted. In the event that in
         any of the calendar years during the Restricted Period immediately
         following the Base Year such Participant's Annual Premium with
         Travelers and the Insurance Companies is reduced by 50% or more in
         Commercial Lines, Personal Lines or Bond compared to such Participant's
         Annual Premium (in the applicable Line) with Travelers and such
         Insurance Companies in the Base Year (as adjusted, if applicable, as
         provided below), such Participant will forfeit all Restricted Agency
         Stock awarded with respect to such Base Year related to the Line in
         which the Annual Premium was reduced. Forfeiture determinations will be
         made separately for each award with reference to the applicable Base
         Year and Line for that award. In addition, unless the Committee in its
         discretion shall determine otherwise, failure by a Participant to
         maintain its agency agreement with the Insurance Companies throughout
         the Restricted Period will result in forfeiture of all Restricted
         Agency Stock previously awarded to such Participant. Upon forfeiture,
         the Participant will have no further rights in the Restricted Agency
         Stock or the Performance Plus in respect of which the Restricted Agency
         Stock was awarded. The determination of whether there is a reduction in
         Annual Premiums in any given year compared to the applicable Base Year
         resulting in forfeiture will be based on Annual Premiums in the Line in
         which the Restricted Agency Stock was awarded, and will be made by the
         Committee, in its discretion. In the event any reduction in Annual
         Premiums resulting in forfeiture is the result of the Insurance
         Companies terminating the Participant's appointment other than for
         Cause, the restrictions on all Restricted Agency Stock previously
         awarded to such Participant in respect of the Line for which the
         appointment was terminated will immediately lapse. In the event any
         reduction in Annual Premiums resulting in forfeiture is the result of
         the Insurance Companies withdrawing from a Commercial Lines, Personal
         Lines or Bond market or product that is material to a Participant, all
         determinations of forfeiture with respect to such Participant under
         this Section 5 shall be recalculated and the Participant's Base Year
         Annual Premium in the applicable Line shall be reduced by the
         percentage of the prior calendar year Annual Premium that was
         attributable to the market or product withdrawn; provided, however,
         that if the reduction is 90% or more, the restrictions on all
         Restricted Agency Stock previously awarded to such Participant in
         respect of the Line in which the Annual Premium was so reduced will
         immediately lapse. For these purposes, (i) whether a "withdrawal" has
         occurred will be a determination made by the Committee in its
         discretion and (ii) "material" shall be deemed to be 10% of that
         Participant's Annual Premium writings with the Insurance Companies with
         respect to the Line in which the Annual Premium was reduced; provided,
         however, that the Committee shall have discretion to deem any other
         circumstances or event to be a material withdrawal.

         (e) Unless the Committee in its discretion shall determine otherwise at
or prior to the time of the grant of any award of Restricted Agency Stock,
during the Restricted Period the shares of Restricted Agency Stock shall be
voted by Travelers senior administrative officer in charge of administering the
Plan, or such other person as the Committee may designate (the "Plan


                                      A-VI


<PAGE>

Administrator"), and the Plan Administrator shall vote such shares in accordance
with instructions received from Participants. Shares as to which no instructions
are received shall be voted by the Plan Administrator proportionately in
accordance with instructions received from the Participants in the Plan.

SECTION 6.  AGENCY STOCK.

         (a) The number of shares of Agency Stock awarded to an Eligible Agency
under the Plan may be determined by a formula or formulas approved by the
Committee or may be determined by the Committee individually on a case by case
basis. Shares of Agency Stock awarded to Eligible Agencies pursuant to the Plan
will generally not be subject to the restrictions or conditions set forth in
Section 5; provided, however, that if the Committee so determines, such shares
may be subject to sale or other restrictions.

         (b) Each Eligible Agency that is awarded Agency Stock shall be issued a
stock certificate in respect of such shares of Agency Stock or may have the
shares credited to the Eligible Agency's account at Salomon Smith Barney Inc.
The Eligible Agency may direct Citigroup in writing to issue all or a portion of
such shares of Agency Stock in the name or to the brokerage account of its
specified Producers; provided, however, that neither the Committee, Travelers or
Citigroup nor any of their Subsidiaries or affiliates or any of their respective
officers, directors or employees shall have any liability to any Agency or
Producer with respect to such issuance.

         (c) If the Committee determines to subject any shares of Agency Stock
to sale or other restrictions, unless the Committee determines otherwise, the
Eligible Agency that is granted the award that is so subject shall not have any
rights with respect to such award of Agency Stock unless or until such Agency
has executed an agreement evidencing the award in form and substance
satisfactory to the Committee (an "Agency Stock Award Agreement") and has
delivered a fully executed copy thereof to Travelers. In the event an Eligible
Agency is awarded Agency Stock that is subject to sale or other restrictions,
the certificate registered in the name of the Eligible Agency shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such award. The Committee shall require that any stock certificate
issued in the name of an Eligible Agency evidencing shares of Agency Stock that
are subject to sale or other restrictions be held in the custody of Citigroup
until the restrictions thereon shall have lapsed, and that, as a condition of
such issuance of a certificate for Agency Stock, the Eligible Agency shall have
delivered a stock power, endorsed in blank, relating to the shares covered by
such certificate.

SECTION 7.  ADMINISTRATION.

         The Plan shall be administered by the Committee.

         The Committee shall have the power and authority to make awards of
Restricted Agency Stock and Agency Stock pursuant to the terms of the Plan.

         In particular, the Committee shall have the authority:

         (a)      to select those Agencies that are Eligible Agencies;


                                     A-VII


<PAGE>

         (b) to determine the minimum Performance Plus that must be earned
         before a Restricted Agency Stock award can be elected hereunder;

         (c) to determine whether and to what extent Restricted Agency Stock is
         to be granted to Eligible Agencies hereunder;

         (d) to determine the minimum and maximum percentage of Performance Plus
         payable in Restricted Agency Stock that can be elected hereunder;

         (e) to select those Eligible Agencies that are to receive Agency Stock
         hereunder;

         (f) to determine whether and to what extent Agency Stock is to be
         granted to Eligible Agencies hereunder;

         (g) to determine the number of shares of Common Stock to be covered by
         each award granted hereunder;

         (h) to determine the terms and conditions, not inconsistent with the
         terms of the Plan, of any award granted hereunder; and

         (i) to determine the terms and conditions, not inconsistent with the
         terms of the Plan, which shall govern all written instructions and
         forms of agreements evidencing the Restricted Agency Stock and Agency
         Stock.

         The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan; and to otherwise supervise the
administration of the Plan. All decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including
Travelers, Eligible Agencies and the Participants. The Committee may delegate
some or all of its authority over the administration of the Plan to any other
persons or a committee. Unless the Committee determines otherwise, authority
over the administration of the Plan is hereby delegated to the Nominations,
Compensation and Corporate Governance Committee of the Board of Directors of
Travelers Property Casualty Corp. which may delegate some or all of its
authority over the administration of the Plan to any other persons or a
Committee.

SECTION 8.  ADJUSTMENTS UPON A CHANGE IN COMMON STOCK.

         In the event of any change in the outstanding Common Stock of Citigroup
by reason of any stock split, stock dividend, distribution, recapitalization,
merger, consolidation, reorganization, combination or exchange of shares or
other similar event if in the determination of the Committee such change
equitably requires an adjustment in the number or kind of shares that may be
issued under the Plan pursuant to Section 4(c), such adjustment shall be made by
the Committee and shall be conclusive and binding for all purposes of the Plan.


                                     A-VIII


<PAGE>

SECTION 9.  AMENDMENT AND TERMINATION.

         The Plan may be amended or terminated at any time and from time to time
by the Travelers Board. Neither an amendment to the Plan nor the termination of
the Plan shall adversely affect any right of any Eligible Agency with respect to
any Restricted Agency Stock or Agency Stock theretofore granted without such
Eligible Agency's written consent. Subject to the foregoing limitations, the
Committee shall have the authority to amend certain Plan provisions to the
extent necessary to permit participation in the Plan by Agencies that are
located outside of the United States on terms and conditions which are
comparable to those afforded to Agencies located within the United States.

SECTION 10.  GENERAL PROVISIONS.

         (a) All certificates for shares of Common Stock delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law.

         (b) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any Agency any right to continue to represent the Insurance
Companies in the sale of insurance or otherwise, as the case may be, nor shall
it interfere in any way with the right of Travelers or any of the Insurance
Companies to terminate the agency relationship with any of its Agencies at any
time. Nothing contained herein is intended or shall be construed to modify or
supersede the terms of any existing contracts between an Agency and the
Insurance Companies, including but not limited to any agency agreement, any
profit sharing or performance plus agreement or any agency benefits agreement.

         (c) No member of the Citigroup Board, the Travelers Board or the
Committee, nor any officer, director or employee of Citigroup or Travelers
acting on behalf of Citigroup Board or the Travelers Board or the Committee,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan and all members of the
Travelers Board and the Citigroup Board and the Committee and each and any
officer or employee of Travelers or Citigroup acting on their behalf shall, to
the extent permitted by law, be fully indemnified and protected by Travelers or
Citigroup or the Insurance Companies, as the case may be, in respect of any such
action, determination or interpretation.

         (d) An Eligible Agency's rights and interest under the Plan may not be
assigned or transferred in whole or in part either directly or by operation of
law or otherwise including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner and no such
right or interest of any Eligible Agency in the Plan shall be subject to any
obligation or liability of such Eligible Agency. Notwithstanding the foregoing,
a Participant may designate a successor in interest to its rights and interest
under the Plan if such successor is an Eligible Agency or is designated by the
Committee as an Eligible Agency and agrees to all of the terms hereof


                                      A-IX


<PAGE>

and under the applicable Restricted Agency Stock Award Agreement and Agency
Stock Award Agreement, subject to the Committee's consent.

         (e) Travelers and its Subsidiaries shall have the right to deduct from
any payment made under the Plan any federal, state or local income taxes or
other amounts required by law to be withheld with respect to such payment. It
shall be a condition to the obligation of Travelers to cause Citigroup to issue
Common Stock upon the lapse of restrictions on Restricted Agency Stock or upon
the grant of an award of Agency Stock that the Eligible Agency pay to Travelers,
upon its demand, such amount as may be requested by Travelers for the purpose of
satisfying any liability to withhold federal, state or local income taxes or
other amounts. If the amount requested is not paid, Travelers may refuse to
cause Citigroup to issue shares.

         (f) Notwithstanding anything to the contrary contained herein, upon a
"Change of Control" (defined below), the restrictions on each award of
Restricted Agency Stock and Agency Stock (if any) shall immediately lapse.
"Change of Control" shall mean the occurrence of any of the following, unless
such occurrence shall have been approved or ratified by at least a two-thirds
(2/3) vote of the Continuing Directors (defined below): (A) any person within
the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), other than Citigroup or any affiliates thereof,
shall have become the beneficial owner, within the meaning of Rule 13d-3 under
the Exchange Act, of shares of stock of Citigroup having twenty five percent
(25%) or more of the total number of votes that may be cast for election of the
directors of Citigroup, or (B) there shall have been a change in the composition
of the Board such that at any time a majority of the Board shall have been
members of the Board for less than twenty-four (24) months, unless the election
of each new director who was not a director at the beginning of the period was
approved by a vote of at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of such period, or who were approved
as directors pursuant to the provisions of this paragraph (the "Continuing
Directors").

         (g) All claims and disputes between an Agency and Travelers or
Citigroup or any of the Insurance Companies arising out of the Plan or any award
granted hereunder shall be submitted to arbitration in accordance with the rules
and procedures of the American Arbitration Association. Notice of demand for
arbitration shall be given in writing to the other party and shall be made
within a reasonable time after the claim or dispute has arisen. The award
rendered by the arbitrator shall be made in accordance with the Plan, shall be
final, and judgment may be entered upon it in accordance with applicable law in
any court having jurisdiction thereof. The provisions of this Section 10(g)
shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.

         (h) The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Delaware.

         (i) No Common Stock or other securities shall be issued hereunder
unless counsel for Citigroup shall be satisfied that such issuance will be in
compliance with all applicable federal, state and international securities
statutes, rules and regulations.


                                      A-X


<PAGE>

         (j) If any term or provision of this Plan or the application thereof to
any person or circumstances shall, to any extent, be invalid or unenforceable,
then the remainder of the Plan, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision hereof
shall be valid and be enforced to the fullest extent permitted by applicable
law.

         (k) Each Restricted Agency Stock Award Agreement and Agency Stock Award
Agreement, if any (together, the "Award Agreements"), is entered into by the
Agency and Travelers and the Agency's Producers are not a party to it and have
no rights thereunder or hereunder. Any arrangements or undertakings entered into
between an Agency and such Agency's Producers establish rights and obligations
solely between and among such parties and do not create any obligations on the
part of or bind Citigoup, Travelers or any of their subsidiaries or affiliates,
which shall have no liability thereunder. The Producers must look to the
Agencies, and not to Travelers, Citigroup or any of their subsidiaries or
affiliates, for the benefit of any obligations the Agencies may have undertaken
pursuant to any arrangement and the Producers bear all risk with respect to the
fulfillment by the Agencies of such obligations. This Plan and the Award
Agreements are for the protection and benefit of Travelers, Citigroup and the
Eligible Agencies and no other person shall be a direct or indirect beneficiary
of or have any direct or indirect cause of action or claim in connection
therewith.

SECTION 11.  EFFECTIVE DATE OF PLAN.

         The Plan shall be effective on November 1, 1999. The Plan shall remain
effective until terminated by the Board in accordance with Section 9.


                                      A-XI


<PAGE>


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<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the various expenses payable by
Citigroup in connection with the Securities being registered hereby. All of the
fees set forth below are estimates except for the Commission registration fee.

         Registration Fee....................................         $  4,084
         Printing Fees.......................................            5,000
         Accountants' Fees and Expenses......................           15,000
         Miscellaneous.......................................              416
                                                                      --------
              Total..........................................         $ 24,500
                                                                      ========


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.


                                      II-1


<PAGE>

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 4 of Article IV of
Citigroup's By-Laws provides that Citigroup shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.

         Citigroup also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH of Citigroup's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 16. EXHIBITS.

(a) Exhibits

Exhibit
Number                      Description
-----                       -----------

5.1    Opinion of Stephanie B. Mudick, Esq., General Counsel -- Corporate
       Law, with respect to the legality of securities being registered.

23.1   Consent of Stephanie B. Mudick, Esq. (included in her opinion
       filed as Exhibit 5.1).

23.2   Consent of KPMG LLP.

23.3   Consent of Arthur Andersen LLP.


                                      II-2


<PAGE>

24.1   Powers of Attorney of certain directors of Citigroup.

99.1   The Travelers Property Casualty Corp. Agency Capital Accumulation
       Plan for Citigroup Stock, included as Annex A to the Prospectus
       included as part of this Registration Statement.


ITEM 17. UNDERTAKING.

    The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

           (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

           (ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

           (iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by Citigroup Inc. pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.


                                      II-3


<PAGE>

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Citigroup
Inc.'s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                      II-4


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, this 1st day of November, 1999.

                                           CITIGROUP INC.


                                           By:  /s/ Heidi G. Miller
                                              ----------------------------
                                                  Heidi G. Miller
                                                  Chief Financial Officer

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed below
by the following persons in the capacities indicated on this 1st day of
November, 1999.


          SIGNATURE              TITLE
          ---------              -----


      /s/ John S. Reed           Chairman of the Board, Co-Chief  Executive
------------------------------   Officer (Principal Executive Officer) and
       John S. Reed              Director


   /s/ Sanford I. Weill          Chairman of the Board, Co-Chief  Executive
------------------------------   Officer (Principal Executive Officer) and
     Sanford I. Weill            Director


    /s/ Heidi G. Miller
------------------------------   Chief Financial Officer
      Heidi G. Miller            (Principal Financial Officer)


    /s/ Irwin Ettinger
------------------------------   Chief Accounting Officer
       Irwin Ettinger            (Principal Accounting Officer)


    /s/ Roger W. Trupin          Controller
------------------------------   (Principal Accounting Officer)
      Roger W. Trupin



                                      II-5


<PAGE>

          SIGNATURE              TITLE
          ---------              -----


             *
------------------------------   Director
   C. Michael Armstrong

             *
------------------------------   Director
     Alain J.P. Belda

             *
------------------------------   Director
     Kenneth J. Bialkin


------------------------------   Director
      Kenneth T. Derr


------------------------------   Director
      John M. Deutch

             *
------------------------------   Director
     Ann Dibble Jordan

             *
------------------------------   Director
        Reuben Mark

             *
------------------------------   Director
     Michael T. Masin

             *
------------------------------   Director
     Dudley C. Mecum

             *
------------------------------   Director
     Richard D. Parsons


                                      II-6


<PAGE>

          SIGNATURE              TITLE
          ---------              -----


             *
------------------------------   Director
    Andrall E. Pearson


------------------------------   Director
     Robert E. Rubin

             *
------------------------------   Director
     Robert B. Shapiro

             *
------------------------------   Director
    Franklin A. Thomas

             *
------------------------------   Director
    Edgar S. Woolard, Jr.

             *
------------------------------   Director
     Arthur Zankel


*By:  /s/ Heidi G. Miller
------------------------------
          Heidi G. Miller
          Attorney-in-fact


                                      II-7


<PAGE>

                                    EXHIBITS


5.1   Opinion of Stephanie B. Mudick, Esq., General Counsel -- Corporate
      Law, with respect to the legality of the securities being
      registered.

23.1  Consent of Stephanie B. Mudick, Esq. (included in her opinion filed
      as Exhibit 5.1).

23.2  Consent of KPMG LLP.

23.3  Consent of Arthur Andersen LLP.

24.1  Powers of Attorney of certain directors of Citigroup.

99.1  The Travelers Property Casualty Corp. Agency Capital Accumulation Plan for
      Citigroup Stock, included as Annex A to the Prospectus included as part of
      this Registration Statement.


                                      II-8


<PAGE>

EXHIBIT 5.1


                                                                November 1, 1999


Citigroup Inc.
153 East 53rd Street
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 Form S-3
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended, for the registration of three hundred thousand (300,000)
shares of common stock, $.01 per share par value (the "Shares"), of the Company
relating to the Travelers Property Casualty Corp. Agency Capital Accumulation
Plan for Citigroup Stock (the "Plan").

         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 Plan and resolutions duly adopted by the Board of
Directors of the Company relating to the Plan. 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 Plan have been duly authorized and, when issued and delivered
in accordance with the terms of the Plan, 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.


<PAGE>

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to my name in the Prospectus
constituting a part of such Registration Statement under the heading, "Legal
Matters". 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


                                       2


<PAGE>

EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Citigroup Inc.:

We consent to the incorporation by reference in the Registration Statement on
Form S-3 ("Registration Statement") of Citigroup Inc. of our report dated
January 25, 1999, with respect to the consolidated statement of financial
position of Citigroup Inc. and subsidiaries ("Citigroup") as of December 31,
1998 and 1997, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998, which report is included in the annual report on
Form 10-K, as amended, of Citigroup Inc. for the year ended December 31, 1998
and to the reference to our firm under the heading "Experts" in the Registration
Statement.


/s/ KPMG LLP



New York, New York
November 1, 1999


<PAGE>

EHXIBIT 23.3

                               ARTHUR ANDERSEN LLP


The Board of Directors
Citigroup Inc.:

As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-3 Registration Statement of Citigroup Inc. (the
"Registration Statement"), of our report dated March 13, 1997, relating to the
consolidated statement of financial condition of Salomon Inc and subsidiaries as
of December 31, 1996 and 1995, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996, which report is incorporated by
reference or included in the annual report on Form 10-K, as amended, of
Citigroup Inc. for the year ended December 31, 1998 and to the reference to our
firm under the heading "Experts" in the Registration Statement.


/s/ ARTHUR ANDERSEN LLP



New York, New York
November 1, 1999


<PAGE>

EXHIBIT 24.1


                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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


<PAGE>

                                POWER OF ATTORNEY

                                   (FORM S-3)


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
on Form S-3 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 on Form S-3
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 or any jurisdiction
outside of the United 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 19th day of
October, 1999.



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