EXHIBIT 24(a)

                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ C. Michael Armstrong
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Alain J.P. Belda
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ George David
                                          --------------------------------------
                                          (Signature)




                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Kenneth T. Derr
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ John M. Deutch
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Ann Dibble Jordan
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 4th day of
February, 2005.

                                          /s/ Dudley C. Mecum
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Anne Mulcahy
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Richard D. Parsons
                                          --------------------------------------
                                          (Signature)




                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Andrall E. Pearson
                                          --------------------------------------
                                          (Signature)



                                POWER OF ATTORNEY

                                   (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and appoint
Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael S. Helfer,
and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration of the
securities of the Company being registered on the Registration Statement on Form
S-3 to which this power of attorney is filed as an exhibit (the "Securities"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director of the Company, the Registration Statement on Form S-3 to which this
power of attorney is filed as an exhibit, a Registration Statement under Rule
462(b) of the Securities Act, or another appropriate form in respect of the
registration of the Securities, and any and all amendments thereto, including
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, any such Registration Statement or amendments, and to
file or cause to be filed the same with the Securities and Exchange Commission,
and to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any of
them, deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 16th day of
February, 2005.

                                          /s/ Roberto Hernandez Ramirez
                                          ----------------------------------
                                          (Signature)


                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Judith Rodin
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Robert E. Rubin
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Franklin A. Thomas
                                          --------------------------------------
                                          (Signature)



                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Robert B. Willumstad, Sallie L. Krawcheck and Michael
S. Helfer, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and
to execute any and all instruments and documents which said attorneys-in-fact
and agents, or any of them, may deem advisable or necessary to enable the
Company to comply with the Securities Act of 1933, as amended (the "Securities
Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration of
the securities of the Company being registered on the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit (the
"Securities"), including specifically, but without limiting the generality of
the foregoing, power and authority to sign, in the name and on behalf of the
undersigned as a director of the Company, the Registration Statement on
Form S-3 to which this power of attorney is filed as an exhibit, a Registration
Statement under Rule 462(b) of the Securities Act, or another appropriate form
in respect of the registration of the Securities, and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, any such Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Securities under the securities laws of any of the several States;
and the undersigned does hereby ratify all that said attorneys-in-fact or
agents, or any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Sanford I. Weill
                                          --------------------------------------
                                          (Signature)




                               POWER OF ATTORNEY

                                  (Form S-3)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CITIGROUP
INC., a Delaware corporation (the "Company"), does hereby constitute and
appoint Charles Prince, Sallie L. Krawcheck and Michael S. Helfer, and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned, to
do or cause to be done any and all acts and things and to execute any and all
instruments and documents which said attorneys-in-fact and agents, or any of
them, may deem advisable or necessary to enable the Company to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration of the securities of the
Company being registered on the Registration Statement on Form S-3 to which
this power of attorney is filed as an exhibit (the "Securities"), including
specifically, but without limiting the generality of the foregoing, power and
authority to sign, in the name and on behalf of the undersigned as a director
of the Company, the Registration Statement on Form S-3 to which this power of
attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of
the Securities Act, or another appropriate form in respect of the registration
of the Securities, and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of
which the originals or copies thereof are to be filed as a part of, or in
connection with, any such Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them,
deem advisable in order to qualify or register the Securities under the
securities laws of any of the several States; and the undersigned does hereby
ratify all that said attorneys-in-fact or agents, or any of them, shall do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
February, 2005.

                                          /s/ Robert B. Willumstad
                                          --------------------------------------
                                          (Signature)