SEC No-Action Letter to Citigroup, February 24, 2000

February 24, 2000


Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Citigroup Inc.
Incoming letter dated December 21, 1999


The proposal would mandate that Citigroup hire a proxy advisory firm, to be chosen by shareholder vote, to give voting advice to shareholders.

There appears to be some basis for your view that Citigroup may exclude the proposal under rule 14a-8(i)(8) as relating to an election for membership on its board of directors. Accordingly, we will not recommend enforcement action to the Commission if Citigroup omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Citigroup relies.


Michael Ferraro,