Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 11, 2009, Citigroup Inc. ("Citigroup") amended its Restated Certificate of Incorporation by filing a Certificate of Designation of Series R Participating Cumulative Preferred Stock with the Secretary of State of the State of Delaware. See the description set out under Items 1.01 and 3.03 of Citigroup's Current Report on Form 8-K filed on June 10, 2009, which is incorporated herein by reference, for a more complete description of the rights and preferences of the Series R Participating Cumulative Preferred Stock. The Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description of Exhibit 3.1 Certificate of Designation of Series R Participating Cumulative Preferred Stock of Citigroup Inc.

---