Exhibit 99.1

Skadden, Arps, Slate, Meagher & Flom llp
300 SOUTH GRAND AVENUE
		LOS ANGELES, CALIFORNIA 90071-3144		FIRM/AFFILIATE
				OFFICES
				BOSTON
		TEL: (213) 687-5000		CHICAGO
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		www.skadden.com		NEW YORK
				PALO ALTO
				SAN FRANCISCO
				WASHINGTON, D.C.
				WILMINGTON
				BEIJING
		October 5, 2010		BRUSSELS
				FRANKFURT
				HONG KONG
Citigroup Inc.				LONDON
399 Park Avenue				MOSCOW
New York, NY 10043				MUNICH
				PARIS
				SÃO PAULO
Citigroup Capital XIII				SHANGHAI
c/o Citigroup Inc.				SINGAPORE
399 Park Avenue				SYDNEY
New York, NY 10043				TOKYO
				TORONTO VIENNA

                    Re: Registration Statement on Form S-3

Ladies and Gentlemen:

               We have acted as special counsel to Citigroup Capital XIII, a Delaware statutory trust (the “Trust”), and Citigroup Inc., a Delaware corporation (the “Company”), in connection with the public offering by the United States Department of the Treasury of 89,840,000 of the Trust’s 7.875% fixed rate/floating rate trust preferred securities (liquidation amount $25 per trust preferred security) (the “Capital Securities”). The assets of the Trust consist of $2,246,025,000 aggregate principal amount of 7.875% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures due October 30, 2040 (the “Junior Subordinated Debt Securities”) of the Company.

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

               In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

               (a) the registration statement on Form S-3 (File No. 333-157459) of the Company, the Trust and certain other trusts relating to the Capital Securities filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), and Post-Effective Amendment No. 1 thereto, filed with the Commission on February 19, 2010;

Citigroup Inc.
Citigroup Capital XIII
October 5, 2010

               (b) the final prospectus, dated September 30, 2010, relating to the Capital Securities and the Junior Subordinated Debt Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (such final prospectus being hereinafter referred to as the “Prospectus”); and

               (c) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

               We have also relied upon statements and representations made to us by representatives of the Company and the Trust and have assumed that such statements and the facts set forth in such representations are true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion is conditioned upon the initial and continuing accuracy of the documents, certificates, records, statements and representations referred to above. We have also assumed that the transactions related to the offering of the Capital Securities will be consummated in the manner contemplated by the Prospectus.

               For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter documents. In making our examination of documents executed, or to be executed, by the parties indicated therein, we have assumed that each party has, or will have, the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by each party indicated in the documents and that such documents constitute, or will constitute, valid and binding obligations of each party.

               Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time, possibly with retroactive effect. A change in the authorities or the accuracy or completeness of any of the information, documents, certificates, records, statements, representations or assumptions on which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court.

               Based upon the foregoing and in reliance thereon, and subject to the qualifications, exceptions, assumptions and limitations contained herein or in the Prospectus, we are of the opinion that, under current United States federal income tax law:

Citigroup Inc.
Citigroup Capital XIII
October 5, 2010

1.

While there is no authority directly on point and the issue is not free from doubt, the Junior Subordinated Debt Securities held by the Trust will be classified for United States federal income tax purposes as indebtedness of the Company.

2.

The Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation.

3.

Although the discussion set forth in the Prospectus under the heading “United States Federal Income Tax Considerations” does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Capital Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences described therein.

               Except as set forth above, we express no opinion to any party as to any tax consequences, whether federal, state, local or foreign, of the Capital Securities or of any transaction related thereto. This opinion is expressed as of the date of effectiveness of the Registration Statement, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to such date or the impact of any information, document, certificate, record, statement, representation or assumption relied upon herein that becomes incorrect or untrue. 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 8.1 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 or the Rules and Regulations promulgated thereunder.