YIELDS3 - Asian Income Plus

A de-leverage event has occurred per the PDS. As result no further distributions will be made for the remainder of the term and there is no exposure to the income plus trading strategy. Investors will receive at maturity the initial capital protected investment amount. Alternatively Investors who wish to sell their holdings can on the open market. If Investors elect to do this it should be through their Stockbroker and a Client Warrant Agreement will need to be in place prior to execution.

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Yield Income Enhanced Deferred Securities 3 (YIELDS3) [ASX code : YLDSO3]

YIELDS3 is a six year A$ denominated financial product issued by Citigroup that offers the potential for quarterly income and the opportunity for capital growth, along with the safety of 100% capital protection^ when held to maturity. YIELDS3 are linked to the performance of a dynamic portfolio, which provides notional exposure to a combination of the Asian Income Plus Trading Strategy III (the Strategy) and a Bond Portfolio (a synthetic bond portfolio used to protect the value of the dynamic portfolio). The Strategy seeks to offer a targeted level of income and the potential for capital appreciation through exposure to a basket of 30 of Asia's largest companies, the composition of which will change over time^#.

Key Features

Target income of 12% per annum*

Exposure to 30 of Asia's largest listed companies

100% capital guaranteed at maturity^

Minimum investment of only A$5,000

Expected to be listing on ASX

^ The capital guarantee only applies to YIELDS3 held until the Maturity Date and provided that no Early Maturity Events occur. The capital guarantee is also subject to the credit worthiness of the Guarantor (refer to "Risk factors" contained in section 5 of this PDS). * This figure relates to the Strategy and not to the returns achievable by any product linked to the Strategy. The target level of 12% income per annum (net of the Strategy Adjustment Factor) is a target income figure and not a target total return figure, the actual level of income generated at the Strategy level each year is not guaranteed and could be lower than the target if dividends paid and/or bids for short-term options fall. # The Asian Income Plus Trading Strategy III is a set of pre-determined trading rules designed to simulate an actual investment in the 30 Selected Stocks and a systematic, quarterly call-overwriting program over those stocks. The Strategy performance will be calculated as if the stock dealing and call overwriting prescribed by the Strategy had been executed. However, the Strategy Sponsor may not execute actual stock trades or write actual covered call options in order to hedge any instruments linked to the Strategy.

Offer Summary

Series	YIELDS3 - Yield Income Enhanced Listed Deferred Securities 3 (Units are not units in a managed investment scheme)
Issuer	Citigroup Global Markets Australia Pty Limited ("Issuer" or Citigroup")
Guarantor	Citigroup Inc. (Moody's Aa1 and S&P AA-)
Issue Price	AUD 10.00 per Unit
Minimum Investment Amount	AUD 5,000 and in multiples of AUD 1,000 above that amount
Issue Date	2 August 2005
Maturity Date	2 August 2011
Term of Investment	6 Years
Denomination	Australian Dollars (AUD)
Income Strategy	The Asian Income Plus Trading Strategy III (the "Strategy") is a proprietary trading model that seeks to generate income and capital growth by providing exposure to 30 ordinary shares that comprise the Reference Index^#
Target Coupon	Target Coupon of 12% per annum based on the initial allocation to the Strategy and payable quarterly in arrears^**
Initial Allocation within the Dynamic Portfolio	Expected to be 100% allocated (net of the upfront fee) to the Strategy on the Issue Date
Reference Index	MSCI AC Asia Index
Dynamic Portfolio	YIELDS3 are linked to the performance of the Dynamic Portfolio which is designed to replicate an investment strategy that allocated investment exposure between the Strategy and a notional Bond Portfolio
Dynamic Portfolio Value	The value calculated by reference to the Dynamic Portfolio as at the Maturity Date
Capital Protection Value	Investors are guaranteed by the Issuer that the value of each YIELDS3 Unit will be at least equal to the Issue Price on the Maturity Date^{^}
Final Value per Unit	The Final Value on the Maturity Date will be the greater of the: (a)Capital Protection Value; or (b)Dynamic Portfolio Value
Delivery Asset	One or more of the shares that comprise the Reference Index
Listing	The Issuer has applied for the official quotation of YIELDS3 to enable trading on the ASX
ASX code	YLDSO3

This is a summary only of the key terms of YIELDS3. The actual Terms are contained in section 9 of this PDS. Investors should read and understand those Terms before making a decision to invest.

^ The capital guarantee only applies to YIELDS3 held until the Maturity Date and provided that no Early Maturity Events occur. The capital guarantee is also subject to the credit worthiness of the Guarantor (refer to "Risk factors" contained in section 5 of this PDS).
** Target Coupon is indicative only and is not guaranteed, the actual Coupon will vary and can be equal to 0%. The target Coupon of 12% is based on the indicative allocation of 100% (net of the upfront fee) to the Strategy, which aims to generate a target level of 12% income per annum (net of the Strategy Adjustment Factor) over time. The target level of 12% income per annum is a target income figure and not a target total return figure, the level of income generated at the Strategy level each year is not guaranteed and the actual level could be lower than the target if dividends and/or bids for short-term options fall. # The Asian Income Plus Trading Strategy III is a set of pre-determined trading rules designed to simulate an actual investment in the 30 Selected Stocks and a systematic, quarterly call-overwriting program over those stocks. The Strategy performance will be calculated as if the stock dealing and call overwriting prescribed by the Strategy had been executed. However, the Strategy Sponsor may not execute actual stock trades or write actual covered call options in order to hedge any instruments linked to the Strategy.

Investment Profile

Minimum Time Horizon (Years)	1 or Less	2	3	4	5+
Risk	Very Low	Low	Moderate	High	Very High
Investment Objective	Full Protection	Partial Protection	No Protection	Income	Growth

Investment Objectives

YIELDS3 may be a suitable investment for:

Investors who want exposure to Asian equity markets

Investors who are seeking regular income, the potential for capital growth and capital protection at maturity^

Investors seeking to add an equity linked investment to further diversify a portfolio of equity and fixed income investments

Fixed income Investors seeking potentially higher yields

Investors who can accept foreign currency exposure

Investors who can accept a holding period of 6 years

Risk Factors

There are a number of risks associated with the MLI and investments in equity markets generally. Some of the key risks include:

General Market Risk
Early Sale Risk
Early Maturity Risk
Factors affecting the Strategy
Dynamic Portfolio Risk
Factors affecting the payment of Coupons
Exchange Rate Risk
Event Risk
Emerging Market Risk
Political and legal risks associated with foreign investment
Potential Conflicts of Interest

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More Information

For further information on structured financial products contact the Citigroup Structured Products Service Centre.


Phone	:	1300 30 70 70.
Email	:	citifirst.au@citi.com
Mail	:	GPO Box 40, Sydney NSW 1027