Exhibit 5.01

                                 March 20, 2003

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

Ladies and Gentlemen:

         I am an Associate General Counsel of Citigroup Inc., a Delaware
corporation (the "Company"). I refer to the filing by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") relating to shares of Common Stock, $.01 par
value per share, of the Company (the "Securities").

         I, or attorneys under my supervision, have examined and am familiar
with originals, or copies certified or otherwise identified to my satisfaction,
of such corporate records of the Company, certificates or documents as I have
deemed appropriate as a basis for the opinion expressed below. In such
examination, I (or such persons) have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me (or such persons) as originals, the conformity to original
documents of all documents submitted to me (or such persons) as certified or
photostatic copies and the authenticity of the originals of such copies.

         Based upon and subject to the foregoing, I am of the opinion that the
Securities are legally issued, fully paid and non-assessable.

         My opinion is limited to matters governed by the General Corporation
Law of the State of Delaware (including the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting the
General Corporation Law of the State of Delaware and such applicable provisions
of the Delaware Constitution). I am not admitted to the practice of law in the
State of Delaware.

         I consent to the use of this opinion in the Registration Statement and
to the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters". In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules and
regulations of the Commission thereunder.

                                                     Very truly yours,

                                                     /s/ John R. Dye
                                                     ---------------------------
                                                     John R. Dye
                                                     Associate General Counsel