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Exhibit 23.5
Board of Directors
Associates First Capital Corporation
250 East Carpenter Freeway
Irving, TX 75062
September 20, 2000
Gentlemen and Madame:
Re: Proxy Statement of Associates First Capital Corporation
Reference is made to our opinion letter dated September 5, 2000 with
respect to the fairness from a financial point of view to the holders of the
outstanding shares of Class A Common Stock, par value $0.01 per share (the
"Shares"), of Associates First Capital Corporation (the "Company") of the
exchange ratio of 0.7334 shares of Common Stock, par value $0.01 per share, of
Citigroup Inc. ("Citigroup") to be received for each Share pursuant to the
Agreement and Plan of Merger, dated as of September 5, 2000, between Citigroup
and the Company.
The foregoing opinion letter is provided for the information and assistance
of the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Proxy Statement.
In that regard, we hereby consent to the reference to the opinion of our
Firm under captions "Summary -- Other Information About The Merger -- Fairness
Opinion of Associates' Financial Advisor," "The Merger -- Background of The
Merger," "Rationale for The Merger; Recommendation of Each Company's Board of
Directors -- Associates" and "Opinion of Associates' Financial Advisor" and to
the inclusion of the foregoing opinion in the above-mentioned Proxy Statement.
We also consent to the filing with the Securities and Exchange Commission of
this consent letter as supplemental information and not as "filed" material
under the Securities Exchange Act of 1934.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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