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Supply Chain Risk

Form 424B2 CITIGROUP INC


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The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to
buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED
NOVEMBER 20, 2019

Citigroup Global Markets Holdings Inc.

November , 2019

Medium-Term Senior
Notes, Series N

Pricing Supplement
No. 2019-USNCH3203

Filed Pursuant
to Rule 424(b)(2)

Registration Statement
Nos. 333-224495 and 333-224495-03

Autocallable Contingent
Coupon Equity Linked Securities Linked to the SPDR® S&P® Oil & Gas Exploration & Production
ETF Due May 26, 2027

The securities offered by this pricing supplement are
unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer
the potential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that
is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for this higher potential
yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt
securities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of
what you receive at maturity may be significantly less than the stated principal amount of your securities, and (iii) the securities
may be automatically called for redemption prior to maturity beginning on the first potential autocall date specified below. Each
of these risks will depend on the performance of the underlying specified below. Although you will have downside exposure to the
underlying, you will not receive dividends with respect to the underlying or participate in any appreciation of the underlying.
Investors in the securities must be willing to accept
(i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities
if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer: Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee: All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlying: The SPDR® S&P® Oil & Gas Exploration & Production ETF
Stated principal amount: $1,000 per security
Pricing date: November 21, 2019
Issue date: November 26, 2019
Valuation dates: December 23, 2019, January 21, 2020, February 21, 2020, March 23, 2020, April 21, 2020, May 21, 2020, June 22, 2020, July 21, 2020, August 21, 2020, September 21, 2020, October 21, 2020, November 23, 2020, December 21, 2020, January 21, 2021, February 22, 2021, March 22, 2021, April 21, 2021, May 21, 2021, June 21, 2021, July 21, 2021, August 23, 2021, September 21, 2021, October 21, 2021, November 22, 2021, December 21, 2021, January 21, 2022, February 22, 2022, March 21, 2022, April 21, 2022, May 23, 2022, June 21, 2022, July 21, 2022, August 22, 2022, September 21, 2022, October 21, 2022, November 21, 2022, December 21, 2022, January 23, 2023, February 21, 2023, March 21, 2023, April 21, 2023, May 22, 2023, June 21, 2023, July 21, 2023, August 21, 2023, September 21, 2023, October 23, 2023, November 21, 2023, December 21, 2023, January 22, 2024, February 21, 2024, March 21, 2024, April 22, 2024, May 21, 2024, June 21, 2024, July 22, 2024, August 21, 2024, September 23, 2024, October 21, 2024, November 21, 2024, December 23, 2024, January 21, 2025, February 21, 2025, March 21, 2025, April 21, 2025, May 21, 2025, June 23, 2025, July 21, 2025, August 21, 2025, September 22, 2025, October 21, 2025, November 21, 2025, December 22, 2025, January 21, 2026, February 23, 2026, March 23, 2026, April 21, 2026, May 21, 2026, June 22, 2026, July 21, 2026, August 21, 2026, September 21, 2026, October 21, 2026, November 23, 2026, December 21, 2026, January 21, 2027, February 22, 2027, March 22, 2027, April 21, 2027 and May 21, 2027 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date: Unless earlier redeemed, May 26, 2027
Contingent coupon payment dates: The fifth business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be the maturity date
Contingent coupon: On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 0.7292% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately 8.75% per annum) if and only if the closing value of the underlying on the immediately preceding valuation date is greater than or equal to the coupon barrier value. If the closing value of the underlying on any valuation date is less than the coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date.
Payment at maturity:

If the securities are not automatically redeemed prior to maturity,
you will receive at maturity for each security you then hold (in addition to the final contingent coupon payment, if applicable):

§  If
the final underlying value is greater than or equal to the final buffer value:

$1,000

§  If
the final underlying value is less than the final buffer value:

$1,000 + [$1,000 × (the underlying return +
the buffer percentage)]

If the securities are not automatically redeemed prior to
maturity and the final underlying value is less than the final buffer value, which means that the underlying has depreciated from
the initial underlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities
at maturity for every 1% by which that depreciation exceeds the buffer percentage.

Initial underlying value: $ , the closing value of the underlying on the pricing date
Final underlying value: The closing value of the underlying on the final valuation date
Coupon barrier value: $ , 75.00% of the initial underlying value
Final buffer value: $ , 75.00% of the initial underlying value
Buffer percentage: 25.00%
Listing: The securities will not be listed on any securities exchange
Underwriter: Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price: Issue price(1) Underwriting fee(2) Proceeds to issuer(3)
Per security: $1,000.00 $37.50 $962.50
Total: $ $ $

(Key Terms continued on next page) 

(1) Citigroup Global Markets Holdings Inc. currently expects
that the estimated value of the securities on the pricing date will be at least $907.50 per security, which will be less than the
issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding
rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation
of the Securities” in this pricing supplement.

(2) CGMI will receive an underwriting fee of up to $37.50 for
each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual
total underwriting fee. For more information on the distribution of the securities, see “Supplemental Plan of Distribution”
in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity
related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying
prospectus.

(3) The per security proceeds to issuer indicated above represent
the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above,
the underwriting fee is variable.

Investing in the securities
involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning
on page PS-5.

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and
the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
 

You should read this pricing supplement
together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed
via the hyperlinks below:
 

Product
Supplement No. EA-04-08 dated February 15, 2019
       Underlying
Supplement No. 8 dated February 21, 2019

Prospectus
Supplement and Prospectus each dated May 14, 2018

The securities are not bank deposits and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.

 

Citigroup
Global Markets Holdings Inc.
 

  

 

KEY TERMS (continued)
Automatic early redemption: If, on any potential autocall date, the closing value of the underlying is greater than or equal to the initial underlying value, each security you then hold will be automatically called on that potential autocall date for redemption on the immediately following contingent coupon payment date for an amount in cash equal to $1,000.00 plus the related contingent coupon payment. The automatic early redemption feature may significantly limit your potential return on the securities. If the underlying performs in a way that would otherwise be favorable, the securities are likely to be automatically called for redemption prior to maturity, cutting short your opportunity to receive contingent coupon payments. The securities may be automatically called for redemption as early as the first potential autocall date specified below.
Potential autocall dates: Each valuation date beginning in November 2020 and ending in April 2027
Underlying return: (i) The final underlying value minus the initial underlying value, divided by (ii) the initial underlying value
CUSIP / ISIN: 17327TEC6 / US17327TEC62

 

Additional Information

 

General. The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.
For example, the accompanying product supplement contains important information about how the closing value of the underlying will
be determined and about adjustments that may be made to the terms of the securities upon the occurrence of market disruption events
and other specified events with respect to the underlying. The accompanying underlying supplement contains information about the
underlying that is not repeated in this pricing supplement. It is important that you read the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus together with this pricing supplement in deciding whether to invest
in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

 

Closing Value. The “closing value” of the
underlying on any date is the closing price of its underlying shares on such date, as provided in the accompanying product supplement.
The “underlying shares” of the underlying are its shares that are traded on a U.S. national securities exchange. Please
see the accompanying product supplement for more information.

 

Citigroup Global Markets Holdings Inc.
 

 

Hypothetical Examples

 

The examples in the first section below illustrate how to determine
whether a contingent coupon will be paid and whether the securities will be automatically called for redemption following a valuation
date that is also a potential autocall date. The examples in the second section below illustrate how to determine the payment at
maturity on the securities, assuming the securities are not automatically redeemed prior to maturity. The examples are solely for
illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.

 

The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying value, coupon barrier value or final buffer value. For the actual initial underlying
value, coupon barrier value and final buffer value, see the cover page of this pricing supplement. We have used these hypothetical
values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work. However,
you should understand that the actual payments on the securities will be calculated based on the actual initial underlying value,
coupon barrier value and final buffer value, and not the hypothetical values indicated below. For ease of analysis, figures below
have been rounded.

 

Hypothetical initial underlying value: $100.00
Hypothetical coupon barrier value: $75.00 (75.00% of the hypothetical initial underlying value)
Hypothetical final buffer value: $75.00 (75.00% of the hypothetical initial underlying value)

 

Hypothetical Examples of Contingent Coupon
Payments and any Payment upon Automatic Early Redemption Following a Valuation Date that is also a Potential Autocall Date

 

The three hypothetical examples below illustrate how to determine
whether a contingent coupon will be paid and whether the securities will be automatically redeemed following a hypothetical valuation
date that is also a potential autocall date, assuming that the closing value of the underlying on the hypothetical valuation date
is as indicated below.

 

  Hypothetical closing value of underlying on hypothetical valuation date Hypothetical payment per $1,000.00 security on related contingent coupon payment date
Example 1 $85
(greater than coupon barrier value; less than initial underlying value)
$7.292
(contingent coupon is paid; securities not redeemed)
Example 2 $45
(less than coupon barrier value)
$0.00
(no contingent coupon; securities not redeemed)
Example 3 $110
(greater than coupon barrier value and initial underlying value)
$1,007.292
(contingent coupon is paid; securities redeemed)

 

Example 1: On the
hypothetical valuation date, the closing value of the underlying is greater than the coupon barrier value but less than the initial
underlying value. As a result, investors in the securities would receive the contingent coupon payment on the related contingent
coupon payment date and the securities would not be automatically redeemed.

 

Example 2: On the
hypothetical valuation date, the closing value of the underlying is less than the coupon barrier value. As a result, investors
would not receive any payment on the related contingent coupon payment date and the securities would not be automatically redeemed.

 

Investors in the securities will not receive a contingent
coupon on the contingent coupon payment date following a valuation date if the closing value of the underlying on that valuation
date is less than the coupon barrier value.

 

Example 3: On the
hypothetical valuation date, the closing value of the underlying is greater than both the coupon barrier value and the initial
underlying value. As a result, the securities would be automatically redeemed on the related contingent coupon payment date for
an amount in cash equal to $1,000.00 plus the related contingent coupon payment.

 

If the hypothetical valuation date were not also a potential
autocall date, the securities would not be automatically redeemed on the related contingent coupon payment date.

 

Hypothetical Examples of the Payment at
Maturity on the Securities

 

The next three hypothetical examples illustrate the calculation
of the payment at maturity on the securities, assuming that the securities have not been earlier automatically redeemed and that
the final underlying value is as indicated below.

 

  Hypothetical final underlying value Hypothetical payment at maturity per $1,000.00 security
Example 4 $110.00
(greater than final buffer value)
$1,007.292
Example 5 $50.00
(less than final buffer value)
$750.00
Example 6 $20.00
(less than final buffer value)
$450.00

 

Example 4: The final
underlying value is greater than the final buffer value. Accordingly, at maturity, you would receive the stated principal amount
of the securities plus the contingent coupon payment due at maturity, but you would not participate in the appreciation
of the underlying.

 

Example 5: The final
underlying value is less than the final buffer value. Accordingly, at maturity, you would receive a payment per security calculated
as follows:

 

Citigroup Global Markets Holdings Inc.
 

 

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying
return + the buffer percentage)]

 

= $1,000.00 + [$1,000.00 × (-50.00% + 25.00%)]

 

= $1,000.00 + ($1,000.00 × -25.00%)

 

= $1,000.00 + -$250.00

 

= $750.00

 

In this scenario, because the final underlying value is less
than the final buffer value, you would lose a significant portion of your investment in the securities. Your payment at maturity
would reflect a loss of 1% of the stated principal amount of your securities for every 1% by which the depreciation of the underlying
has exceeded the buffer percentage. In addition, because the final underlying value is below the coupon barrier value, you would
not receive any contingent coupon payment at maturity.

 

Example 6: The final
underlying value is less than the final buffer value. Accordingly, at maturity, you would receive a payment per security calculated
as follows:

 

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying
return + the buffer percentage)]

 

= $1,000.00 + [$1,000.00 × (-80.00% + 25.00%)]

 

= $1,000.00 + ($1,000.00 × -55.00%)

 

= $1,000.00 + -$550.00

 

= $450.00

 

In this scenario, because the final underlying value is less
than the final buffer value, you would lose a significant portion of your investment in the securities. Your payment at maturity
would reflect a loss of 1% of the stated principal amount of your securities for every 1% by which the depreciation of the underlying
has exceeded the buffer percentage. In addition, because the final underlying value is below the coupon barrier value, you would
not receive any contingent coupon payment at maturity.

 

It is possible that the closing value of the underlying will
be less than the coupon barrier value on each valuation date and less than the final buffer value on the final valuation date,
such that you will not receive any contingent coupon payments over the term of the securities and will receive significantly less
than the stated principal amount of your securities at maturity.

 

Citigroup Global Markets Holdings Inc.
 

 

Summary Risk Factors

 

An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our
obligations under the securities, and are also subject to risks associated with the underlying. Accordingly, the securities are
suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your
own financial, tax and legal advisors as to the risks of an investment in the securities and the suitability of the securities
in light of your particular circumstances.

 

The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment
in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the
accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement
and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup
Inc. more generally.

 

§ You may lose a significant portion of your investment. Unlike conventional debt securities, the securities do not provide
for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed
prior to maturity, your payment at maturity will depend on the final underlying value of the underlying. If the final underlying
value is less than the final buffer value, which means that the underlying has depreciated from the initial underlying value by
more than the buffer percentage, you will lose 1% of the stated principal amount of your securities for every 1% by which that
depreciation exceeds the buffer percentage.

 

§ You will not receive any contingent coupon on the contingent coupon payment date following any valuation date on which the
closing value of the underlying is less than the coupon barrier value.
A contingent coupon payment will be made on a contingent
coupon payment date if and only if the closing value of the underlying on the immediately preceding valuation date is greater than
or equal to the coupon barrier value. If the closing value of the underlying on any valuation date is less than the coupon barrier
value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date. If the closing
value of the underlying on each valuation date is below the coupon barrier value, you will not receive any contingent coupon payments
over the term of the securities.

 

§ Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at
an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing
date for the securities, including the risk that you may not receive a contingent coupon payment on one or more, or any, contingent
coupon payment dates and the risk that the value of what you receive at maturity may be significantly less than the stated principal
amount of your securities. The volatility of the closing value of the underlying is an important factor affecting these risks.
Greater expected volatility of the closing value of the underlying as of the pricing date may result in a higher contingent coupon
rate, but would also represent a greater expected likelihood as of the pricing date that the closing value of the underlying on
one or more valuation dates will be less than the coupon barrier value, such that you will not receive one or more, or any, contingent
coupon payments during the term of the securities and that the final underlying value will be less than the final buffer value,
such that you will not be repaid the stated principal amount of your securities at maturity.

 

§ You may not be adequately compensated for assuming the downside risk of the underlying. The potential contingent coupon
payments on the securities are the compensation you receive for assuming the downside risk of the underlying, as well as all the
other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently
anticipate. First, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent”
and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the
contingent coupon payments are the compensation you receive not only for the downside risk of the underlying, but also for all
of the other risks of the securities, including the risk that the securities may be automatically redeemed prior to maturity, interest
rate risk and our and Citigroup Inc.’s credit risk. If those other risks increase or are otherwise greater than you currently
anticipate, the contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities,
including the downside risk of the underlying.

 

§ The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.
On any potential autocall date, the securities will be automatically called for redemption if the closing value of the underlying
on that potential autocall date is greater than or equal to the initial underlying value. As a result, if the underlying performs
in a way that would otherwise be favorable, the securities are likely to be automatically redeemed, cutting short your opportunity
to receive contingent coupon payments. If the securities are automatically redeemed prior to maturity, you may not be able to reinvest
your funds in another investment that provides a similar yield with a similar level of risk.

 

§ The securities offer downside exposure to the underlying, but no upside exposure to the underlying. You will not participate
in any appreciation in the value of the underlying over the term of the securities. Consequently, your return on the securities
will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on the underlying
over the term of the securities. In addition, as an investor in the securities, you will not receive any dividends or other distributions
or have any other rights with respect to the underlying.

 

§ The performance of the securities will depend on the closing value of the underlying solely on the valuation dates, which
makes the securities particularly sensitive to volatility in the closing value of the underlying on or near the valuation dates.

Whether the contingent coupon will be paid on any given contingent coupon payment date and whether the securities will be automatically
redeemed prior to maturity will depend on the closing value of the underlying solely on the applicable valuation dates,

 

Citigroup Global Markets Holdings Inc.
 

 

regardless of the closing value of
the underlying on other days during the term of the securities. If the securities are not automatically redeemed prior to maturity,
what you receive at maturity will depend solely on the closing value of the underlying on the final valuation date, and not on
any other day during the term of the securities. Because the performance of the securities depends on the closing value of the
underlying on a limited number of dates, the securities will be particularly sensitive to volatility in the closing value of the
underlying on or near the valuation dates. You should understand that the closing value of the underlying has historically been
highly volatile.

 

§ The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default
on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything
owed to you under the securities.

 

§ The securities are riskier than securities with a shorter term. The securities are relatively long-dated. Because the
securities are relatively long-dated, many of the risks of the securities are heightened as compared to securities with a shorter
term, because you will be subject to those risks for a longer period of time. In addition, the value of a longer-dated security
is typically less than the value of an otherwise comparable security with a shorter term.

 

§ The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
that the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative
bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary
market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.

 

§ The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal
funding rate, is less than the issue price.
The difference is attributable to certain costs associated with selling, structuring
and hedging the securities that are included in the issue price. These costs include (i) any selling concessions or other fees
paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection
with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other
of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms
of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic
terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based
on our secondary market rate” below.

 

§ The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the closing value of the
underlying, the dividend yield on the underlying and interest rates. CGMI’s views on these inputs may differ from your or
others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and
the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover,
the estimated value of the securities set forth on the cover page of this pricing supplement may differ from the value that we
or our affiliates may determine for the securities for other purposes, including for accounting purposes. You should not invest
in the securities because of the estimated value of the securities. Instead, you should be willing to hold the securities to maturity
irrespective of the initial estimated value.

 

§ The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate
at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than
our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based
on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding
rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with
conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that is
payable on the securities.

 

Because there is not an active market for traded instruments
referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments
referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities,
but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness
as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.

 

§ The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term
of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will
be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding
rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary
depending on the aggregate stated

 

Citigroup Global Markets Holdings Inc.
 

 

principal amount of the securities
to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result,
it is likely that any secondary market price for the securities will be less than the issue price.

 

§ The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your
securities prior to maturity will fluctuate based on the closing value of the underlying, the volatility of the closing value of
the underlying, the dividend yield on the underlying, interest rates generally, the time remaining to maturity and our and Citigroup
Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors
Relating to the Securities—Risk Factors Relating to All Securities—The value of your securities prior to maturity will
fluctuate based on many unpredictable factors” in the accompanying product supplement. Changes in the closing value of the
underlying may not result in a comparable change in the value of your securities. You should understand that the value of your
securities at any time prior to maturity may be significantly less than the issue price.

 

§ Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount
of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of
the Securities” in this pricing supplement.

 

§ The SPDR® S&P® Oil & Gas Exploration & Production ETF is subject to concentrated
risks associated with the oil and gas exploration and production industry.
The stocks included in the index underlying the
SPDR® S&P® Oil & Gas Exploration & Production ETF and that are generally tracked by the
SPDR® S&P® Oil & Gas Exploration & Production ETF are stocks of companies whose primary
business is associated with the exploration and production of oil and gas. The oil and gas industry is significantly affected by
a number of factors that influence worldwide economic conditions and oil prices, such as natural disasters, supply disruptions,
geopolitical events and other factors that may offset or magnify each other, including:

 

o employment levels and job growth;

 

o worldwide and domestic supplies of, and demand for, oil and gas;

 

o the cost of exploring for, developing, producing, refining and marketing oil and gas;

 

 

o changes in weather patterns and climatic changes;

 

o the ability of the members of Organization of Petroleum Exporting Countries and other oil and gas producing nations to agree
to and maintain production levels;

 

o the price and availability of alternative and competing fuels;

 

o domestic and foreign governmental regulations and taxes;

 

o the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak
of armed hostilities or further acts of terrorism in the United States, or elsewhere; and

 

o general economic conditions worldwide.

 

These or other factors or the absence of such factors
could cause a downturn in the oil and natural gas industries generally or regionally and could cause the value of the underlying
shares of the SPDR® S&P® Oil & Gas Exploration & Production ETF to decline during the
term of the securities.

 

§ Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the securities
does not mean that we believe that investing in an instrument linked to the underlying is likely to achieve favorable returns.
In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
underlying or in instruments related to the underlying, and may publish research or express opinions, that in each case are inconsistent
with an investment linked to the underlying. These and other activities of our affiliates may affect the closing value of the underlying
in a way that negatively affects the value of and your return on the securities.

 

§ The closing value of the underlying may be adversely affected by our or our affiliates’ hedging and other trading
activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions
in the underlying or in financial instruments related to the underlying and may adjust such positions during the term of the securities.
Our affiliates also take positions in the underlying or in financial instruments related to the underlying on a regular basis (taking
long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on
behalf of customers. These activities could affect the closing value of the underlying in a way that negatively affects the value
of and your return on the securities. They could also result in substantial returns for us or our affiliates while the value of
the securities declines.

 

§ We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business
activities.
Our affiliates engage in business activities with a wide range of companies. These activities include extending
loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These activities
could involve or affect the underlying in a way that negatively affects the value of and your return on the securities. They could
also result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the course
of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

 

§ The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.
If certain events occur during the term of the securities, such as market disruption events and other events with respect to the
underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return
on the securities. In making these judgments, the calculation
agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the

 

Citigroup Global Markets Holdings Inc.
 

 

securities. See “Risk
Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation agent, which is an affiliate
of ours, will make important determinations with respect to the securities” in the accompanying product supplement.

 

§ Even if the underlying pays a dividend that it identifies as special or extraordinary, no adjustment will be required under
the securities for that dividend unless it meets the criteria specified in the accompanying product supplement.
In general,
an adjustment will not be made under the terms of the securities for any cash dividend paid by the underlying unless the amount
of the dividend per share, together with any other dividends paid in the same quarter, exceeds the dividend paid per share in the
most recent quarter by an amount equal to at least 10% of the closing value of the underlying on the date of declaration of the
dividend. Any dividend will reduce the closing value of the underlying by the amount of the dividend per share. If the underlying
pays any dividend for which an adjustment is not made under the terms of the securities, holders of the securities will be adversely
affected. See “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company
or an Underlying ETF—Dilution and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying
product supplement.

 

§ The securities will not be adjusted for all events that may have a dilutive effect on or otherwise adversely affect the
closing value of the underlying.
For example, we will not make any adjustment for ordinary dividends or extraordinary dividends
that do not meet the criteria described above, partial tender offers or additional underlying share issuances. Moreover, the adjustments
we do make may not fully offset the dilutive or adverse effect of the particular event. Investors in the securities may be adversely
affected by such an event in a circumstance in which a direct holder of the underlying shares would not.

 

§ The securities may become linked to an underlying other than the original underlying upon the occurrence of a reorganization
event or upon the delisting of the underlying shares.
For example, if the underlying enters into a merger agreement that provides
for holders of the underlying shares to receive shares of another entity and such shares are marketable securities, the closing
value of the underlying following consummation of the merger will be based on the value of such other shares. Additionally, if
the underlying shares are delisted, the calculation agent may select a successor underlying. See “Description of the Securities—Certain
Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF” in the accompanying product supplement.

 

§ The value and performance of the underlying shares may not completely track the performance of the underlying index that
the underlying seeks to track or the net asset value per share of the underlying.
The underlying does not fully replicate the
underlying index that it seeks to track and may hold securities different from those included in its underlying index. In addition,
the performance of the underlying will reflect additional transaction costs and fees that are not included in the calculation of
its underlying index. All of these factors may lead to a lack of correlation between the performance of the underlying and its
underlying index. In addition, corporate actions with respect to the equity securities held by the underlying (such as mergers
and spin-offs) may impact the variance between the performance of the underlying and its underlying index. Finally, because the
underlying shares are traded on an exchange and are subject to market supply and investor demand, the closing value of the underlying
may differ from the net asset value per share of the underlying.

 

During periods of market volatility, securities included
in the underlying’s underlying index may be unavailable in the secondary market, market participants may be unable to calculate
accurately the net asset value per share of the underlying and the liquidity of the underlying may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the underlying. Further,
market volatility may adversely affect, sometimes materially, the price at which market participants are willing to buy and sell
the underlying shares. As a result, under these circumstances, the closing value of the underlying may vary substantially from
the net asset value per share of the underlying. For all of the foregoing reasons, the performance of the underlying may not correlate
with the performance of its underlying index and/or its net asset value per share, which could materially and adversely affect
the value of the securities and/or reduce your return on the securities.

 

§ Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying may at any
time make methodological changes or other changes in the manner in which it operates that could affect the value of the underlying.
We are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make.
Such changes could adversely affect the performance of the underlying and the value of and your return on the securities.

 

§ The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue
Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the
IRS or a court might not agree with the treatment of the securities as described in “United States Federal Tax Considerations”
below. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership
and disposition of the securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations
or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

 

Non-U.S.
investors should note that persons having withholding responsibility in respect of the securities may withhold on any coupon payment
paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the
securities, we intend to so withhold.

 

You
should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating
to the Securities” in the accompanying product supplement and “United States Federal Tax Considerations” in this
pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the
securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

Citigroup Global Markets Holdings Inc.
 

 

Information About the SPDR® S&P®
Oil & Gas Exploration & Production ETF

 

The SPDR® S&P® Oil & Gas
Exploration & Production ETF is an exchange-traded fund that seeks to provide investment results that, before fees and expenses,
correspond generally to the performance of publicly traded equity securities of companies included in the S&P®
Oil & Gas Exploration & Production Select Industry Index® . The S&P® Oil & Gas Exploration
& Production Select Industry Index® is a modified equal-weighted index that is designed to measure the performance
of the following GICS® sub-industries within the S&P Total Market Index: integrated oil & gas, oil &
gas exploration & mining and oil & gas refining & marketing.

 

The SPDR® S&P® Oil & Gas
Exploration & Production ETF is managed by SsgA Fund Management Inc. (“SSgA FM”), an investment advisor to the
SPDR® S&P® Oil & Gas Exploration & Production ETF, and the SPDR® Series
Trust, a registered investment company. The SPDR® Series Trust consists of numerous separate investment portfolios,
including the SPDR® S&P® Oil & Gas Exploration & Production ETF. Information provided
to or filed with the SEC by the SPDR® Series Trust pursuant to the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-57793 and 811-08839, respectively, through
the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited
to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of the SPDR®
S&P® Oil & Gas Exploration & Production ETF trade on the NYSE Arca under the ticker symbol “XOP.”

 

Please refer to the section “Fund Descriptions— The
SPDR® S&P® Industry ETFs” in the accompanying underlying supplement for additional information.

 

We have derived all information regarding the SPDR®
S&P® Oil & Gas Exploration & Production ETF from publicly available information and have not independently
verified any information regarding the SPDR® S&P® Oil & Gas Exploration & Production
ETF. This pricing supplement relates only to the securities and not to the SPDR® S&P® Oil &
Gas Exploration & Production ETF. We make no representation as to the performance of the SPDR® S&P®
Oil & Gas Exploration & Production ETF over the term of the securities.

 

The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the SPDR® S&P® Oil & Gas
Exploration & Production ETF is not involved in any way in this offering and has no obligation relating to the securities or
to holders of the securities.

 

Historical Information

 

The closing value of the SPDR® S&P®
Oil & Gas Exploration & Production ETF on November 18, 2019 was $21.28.

 

The graph below shows the closing value of the SPDR®
S&P® Oil & Gas Exploration & Production ETF for each day such value was available from January 2, 2009
to November 18, 2019. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take
historical closing values as an indication of future performance.

 

SPDR® S&P® Oil & Gas Exploration & Production ETF – Historical Closing Values
January 2, 2009 to November 18, 2019

Citigroup Global Markets Holdings Inc.
 

 

United States Federal Tax Considerations

 

You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.

 

Due to the lack of any controlling legal authority, there is
substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any
information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of
an administrative determination or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes
as prepaid forward contracts with associated coupon payments that will be treated as gross income to you at the time received or
accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP,
this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude
affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible. Moreover,
our counsel’s opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject
to confirmation on the pricing date.

 

Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:

 

· Any coupon payments on the securities should be taxable as ordinary income to you at the time received or accrued in accordance
with your regular method of accounting for U.S. federal income tax purposes.

 

· Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. For this purpose, the amount realized does not include
any coupon paid on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon
payment. Such gain or loss should be long-term capital gain or loss if you held the security for more than one year.

 

We do not plan to request
a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially
and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of
income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the
U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated
that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed
legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,
possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the securities
and potential changes in applicable law.

 

Withholding Tax on Non-U.S. Holders. Because significant
aspects of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities
may withhold on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a
rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities,
we intend to so withhold. In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with
certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under
an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the securities, including the possibility
of obtaining a refund of any amounts withheld and the certification requirement described above.

 

As discussed under “United
States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section
871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S.
equities (“U.S. Underlying Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies
to instruments that substantially replicate the economic performance of one or more U.S. Underlying Equities, as determined based
on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial
instruments issued prior to January 1, 2021 that do not have a “delta” of one. Based on the terms of the securities
and representations provided by us as of the date of this preliminary pricing supplement, our counsel is of the opinion that the
securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations with
respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the
final determination regarding the treatment of the securities under Section 871(m) will be made as of the pricing date for the
securities, and it is possible that the securities will be subject to withholding tax under Section 871(m) based on the circumstances
as of that date.

 

A determination that the
securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover,
Section 871(m) is complex and its application may depend on your particular circumstances, including your other transactions. You
should consult your tax adviser regarding the potential application of Section 871(m) to the securities.

 

We will not be required to pay any additional amounts with respect
to amounts withheld.

 

You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.

 

You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.

 

Citigroup Global Markets Holdings Inc.
 

 

Supplemental Plan of Distribution

 

CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of up to $37.50
for each security sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected
dealers, as described in this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a
variable selling concession of up to $37.50 for each security they sell. For the avoidance of doubt, the fees and selling concessions
described in this pricing supplement will not be rebated if the securities are automatically redeemed prior to maturity.

 

See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.

 

Valuation of the Securities

 

CGMI calculated the estimated value of the securities set forth
on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative
instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated
value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the
derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that
constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The
value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement,
but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions
made by CGMI in its discretionary judgment.

 

The estimated value of the securities is a function of the terms
of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because it is uncertain what the values
of the inputs to CGMI’s proprietary pricing models will be on the pricing date.

 

For a period of approximately four months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline
to zero on a straight-line basis over the four-month temporary adjustment period. However, CGMI is not obligated to buy the securities
from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.”

 

Certain Selling Restrictions

 

Hong Kong Special Administrative Region

 

The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority
in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are
advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement
and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, they should obtain independent
professional advice.

 

The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than

 

(i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

 

(ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or

 

(iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

 

There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.

 

Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.

 

Singapore

 

This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the securities may not be offered or sold

 

Citigroup Global Markets Holdings Inc.
 

 

or made the subject of an invitation for subscription or purchase
nor may this pricing supplement or any other document or material in connection with the offer or sale or invitation for subscription
or purchase of any securities be circulated or distributed, whether directly or indirectly, to any person in Singapore other than
(a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section
275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in
accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where the securities are subscribed
or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

 

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or

 

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:

 

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or

 

(ii) where no consideration is or will be given for the transfer; or

 

(iii) where the transfer is by operation of law; or

 

(iv) pursuant to Section 276(7) of the Securities and Futures Act; or

 

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.

 

Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.

 

The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.

 

Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.

 

Contact

 

Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.

 

© 2019 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.

 

 

 

 

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