On December 31, 2008, Citigroup Inc. ("Citigroup"), as part of the previously announced agreement with the U.S. Treasury, the Federal Reserve Board and the Federal Deposit Insurance Corporation, signed an agreement to issue to the U.S. Treasury $20 billion of its perpetual preferred stock and a warrant to purchase approximately 188.5 million shares of common stock at a strike price of $10.61. The transaction settled on December 31, 2008.

The Securities Purchase Agreement and the preferred stock contain limitations on certain actions by Citigroup, including but not limited to payments of dividends, redemptions and acquisitions of equity securities, and compensation of certain senior leadership. You should refer to the documents incorporated herein by reference for a complete description of these limitations.

On December 30, 2008, Citigroup filed a Certificate of Designations establishing the designation, powers, preferences and rights of the shares of a new series of Citigroup fixed rate cumulative perpetual preferred stock, Series I. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation and was effective immediately upon filing.

The Certificate of Designations for the preferred stock is being filed as Exhibit 3.1 to this Form 8-K, the Warrant is being filed as Exhibit 4.1 to this Form 8-K, the Securities Purchase Agreement is being filed as Exhibit 10.1 to this Form 8-K, and a summary of the terms of the preferred stock and the warrant is being filed as Exhibit 99.1 to this Form 8-K. These documents are incorporated herein by reference in their entirety.

(d) Exhibits.

Exhibit Number

3.1              Certificate of Designations of Fixed Rate
                 Cumulative Perpetual Preferred Stock, Series I

4.1              Warrant

10.1             Securities Purchase Agreement, dated December 31,
                 2008, among Citigroup and the U.S. Department of
                 the Treasury

99.1             Perpetual Preferred Placement Terms and Warrant
                 Placement Terms