CITIGROUP INC — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2011-10-26

Reporting Person: HAVENS JOHN P (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common Stock	S	60000	$30.4123	Disposed	384379.1	Direct
2011-10-27	Common Stock	S	50000	$33.9007	Disposed	334379.1	Direct

Footnotes

F1: This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $30.36 to $30.47. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

F2: All share totals have been adjusted to reflect the ten-for-one reverse split of the issuer's common stock that was effective, at the close of business, on May 6, 2011.

F3: This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $33.22 to $34.37. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.