Exhibit 24.01

                                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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /s/ Roberto Hernandez
                                    ---------------------------------
                                               (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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /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
Sanford I. Weill, Todd S. Thomson 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 27th day of
June, 2003.


                                    /s/ Arthur Zankel
                                    ---------------------------------
                                               (Signature)