Exhibit 99
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                                                     February 13, 2003


Citigroup Inc.
399 Park Avenue
New York, New York 10043

Citigroup Capital IX
399 Park Avenue
New York, New York 10043

                   Re:      Registration Statement on Form S-3
                            Registration No. 333-102206
                            ---------------------------

Ladies and gentlemen:

               We have acted as counsel to Citigroup Inc., a Delaware
corporation (the "Company"), and Citigroup Capital IX, a statutory trust formed
under the laws of the state of Delaware (the "Trust"), in connection with the
above-captioned registration statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on December 26, 2002, as amended by
Amendment No. 1 thereto filed with the Commission on January 28, 2003 (such
registration statement, as so amended, the "Registration Statement") for the
purpose of registering (i) Capital Securities representing undivided beneficial
interests in the assets of the Trust and (ii) Junior Subordinated Deferrable
Interest Debentures issued by the Company to the Trust, in connection with the
sale of the Capital Securities.

               This opinion is being provided to you in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of
1933.

               In rendering our opinion set forth below, we have reviewed the
Registration Statement, the prospectus thereunder dated February 5, 2003 (the
"Prospectus") and such other materials as we have deemed necessary or
appropriate as a basis for our opinion. In addition, we have considered the
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations promulgated thereunder, judicial decisions and
Internal Revenue Service ("Service") rulings, all of which are subject to
change, possibly with retroactive effect. A change in the authorities upon which
our opinion is based could affect our conclusions. There can be no assurances,
moreover, that the opinion expressed herein will be accepted by the Service or,
if challenged, by a court.

               Based solely upon and subject to the foregoing, we are of the
opinion that, although the discussion set forth in the Prospectus under the
heading "UNITED STATES FEDERAL INCOME TAXATION" does not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of the Capital Securities to an initial holder of the
Capital Securities, such discussion constitutes, in all material respects, a
fair and accurate summary of the United States federal income tax consequences
of the purchase, ownership and disposition of the Capital Securities to such
holder.

               Except as set forth above, we express no opinion to any party as
to the tax consequences, whether federal, state, local or foreign, of the
issuance of the Capital Securities, the Junior Subordinated Deferrable Interest
Debentures or of any transaction related to or




contemplated by such issuance. We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law. We hereby consent to the use of our name under the
heading "Legal Matters" in the Prospectus and the filing of this opinion with
the Commission as Exhibit 8.01 to the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission promulgated thereunder.


                                         Very truly yours,

                                         /s/ Skadden, Arps, Slate, Meagher &
                                             Flom LLP





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