Item 8.01 Other Events.
On July 22, 2009, Citigroup Inc. ("Citigroup") filed a Certificate of Designations establishing the designation, powers, preferences and rights of the shares of a new series of automatically convertible preferred stock of Citigroup, Series M Common Stock Equivalent. The Certificate of Designations amended Citigroup's Restated Certificate of Incorporation and was effective immediately upon filing.
On July 23, 2009, Citigroup announced that it had completed the previously announced exchange offers with all of the private holders of its convertible preferred stock issued in January 2008 and the matching exchange with the U.S. Government.
The Certificate of Designations is being filed as Exhibit 3.1 to this Form 8-K and the press release described above is being filed as Exhibit 99.1 to this Form 8-K. These documents are incorporated herein by reference in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number
3.1 Certificate of Designations of Series M Common Stock Equivalent.

99.1 Press Release, dated July 23, 2009, issued by Citigroup Inc.

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