Exhibit 99.2


   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Todd S. Thomson, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
Citigroup Inc., and, except as corrected or supplemented in a subsequent
covered report:

    o    no covered report contained an untrue statement of a material fact as
         of the end of the period covered by such report (or in the case of a
         report on Form 8-K or definitive proxy materials, as of the date on
         which it was filed); and

    o    no covered report omitted to state a material fact necessary to make
         the statements in the covered report, in light of the circumstances
         under which they were made, not misleading as of the end of the period
         covered by such report (or in the case of a report on Form 8-K or
         definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit
committee.

(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

    o    Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
         filed with the Commission on March 12, 2002, of Citigroup Inc.;

    o    all reports on Form 10-Q, all reports on Form 8-K and all definitive
         proxy materials of Citigroup Inc. filed with the Commission subsequent
         to the filing of the Form 10-K identified above; and

    o    any amendments to any of the foregoing.


/s/ TODD S. THOMSON                                  Subscribed and sworn to
- ------------------------------------                 before me this 7th day of
Todd S. Thomson                                      August 2002.
Chief Financial Officer
August 8, 2002
                                                     /s/ Craig S. Barrack
                                                     --------------------------
                                                     Notary Public

                                                     My Commission Expires:
                                                     April 13, 2006