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Citigroup Inc · SC 13D · Corporacion Durango S/A/De C/V · On 7/19/05

Filed On 7/19/05 4:08pm ET · SEC File 5-58821 · Accession Number 1047469-5-19625

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/19/05  Citigroup Inc                     SC 13D                 5:52   Corporacion Durango S/A/De C/V    Merrill Corp/New/- FA

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             16     82K 
 2: EX-99.1     Miscellaneous Exhibit                                  7     39K 
 3: EX-99.2     Miscellaneous Exhibit                                  1      8K 
 4: EX-99.3     Miscellaneous Exhibit                                 14     83K 
 5: EX-99.9     Miscellaneous Exhibit                                 14     81K

SC 13D · General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Citicorp Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Company Identity and Background Interest in Securities of the Company Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Series A Shares Source and Amount of Funds or Other Considerations
1	1st Page
8	Item 1. Security and Issuer
"	Item 2. Identity and Background
10	Item 3. Source and Amount of Funds or Other Considerations
"	Item 4. Purpose of Transaction
12	Item 5. Interest in Securities of the Company
13	Series A Shares
14	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Company
15	Item 7. Material to Be Filed as Exhibits
16	Citicorp

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

SCHEDULE 13D  

Under the Securities Exchange Act of 1934     
(AMENDMENT NO.  )*

 Corporacion Durango, S.A. de C.V.
--------------------------------------------------------------------------------
 (Name of Company)

 Series A Common Stock
--------------------------------------------------------------------------------
  (Title of Class of Securities)

 P7448M-11-7
--------------------------------------------------------------------------------
(CUSIP Number)

Ali L. Karshan
Citigroup Inc.
 425 Park Avenue
New York, New York 10043
(212) 559-1000
--------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

August 6, 2001
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(e), 13(d)-1(f) or 13d-1(g), check the       
following box / /.                                                              

NOTE: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits.                                 

----------                                                                      
   *    The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 or otherwise subject to the liabilities of that section of the Act  
but shall be subject to all other provisions of the Act (however, SEE the       
NOTES).                                                                         

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SCHEDULE 13D

CUSIP No. P7448M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Banco Nacional de Mexico, S.A.*                                       
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  / /      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Mexico City, Mexico                                                   
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

BK                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by the      
Citigroup Asset Management business unit ("CAM").                     

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SCHEDULE 13D

CUSIP No. P7448M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Grupo Financiero Banamex, S.A. de C.V.*                               
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  / /      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Mexico City, Mexico                                                   
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

HC                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by CAM.     

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SCHEDULE 13D

CUSIP No. P7488M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Citicorp (Mexico) Holdings LLC*                                       
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  / /      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

HC                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by CAM.     

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SCHEDULE 13D

CUSIP No. P7488M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Citicorp*                                                             
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  / /      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

DELAWARE                                                              
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

HC                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by CAM.     

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SCHEDULE 13D

CUSIP No. P7448M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Citigroup Holdings Company*                                           
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  / /      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

DELAWARE                                                              
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

HC                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by CAM.     

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SCHEDULE 13D

CUSIP No. P7448M-11-7                                                           
---------------------                                                           

1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Citigroup Inc.*                                                       
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                  (a)  / /

                                                  (b)  / /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                               

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS                                                            

OO                                                                    
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or (e)                                                  /X/      

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

DELAWARE                                                              
--------------------------------------------------------------------------------
  7    SOLE VOTING POWER
NUMBER OF                                                             
0         
      SHARES                  --------------------------------------------------
    8    SHARED VOTING POWER
BENEFICIALLY                                                              
See Item 5
     OWNED BY                 --------------------------------------------------
       9    SOLE DISPOSITIVE POWER
EACH                                                              
0         
    REPORTING                 --------------------------------------------------
         10   SHARED DISPOSITIVE POWER
PERSON WITH                                                               
See Item 5
                              --------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

See Item 5                                                            
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
                                                               / /

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

See Item 5                                                            
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

HC                                                                    
--------------------------------------------------------------------------------

*    This filing does not reflect any securities beneficially owned by CAM.     

SC 13D 8th Page of 16 TOC 1st Previous Next Bottom Just 8th


ITEM 1. SECURITY AND ISSUER.                                                    

This Schedule 13D relates to the shares of Series A Common Stock (the "Series   
A Shares") of Corporacion Durango, S.A. de C.V., a Mexican corporation          
("Durango" or the "Company"). The address of the principal executive offices    
of Durango is Torre Corporative Durango, Potasio 150, Cuidad Industrial,        
Durango, Durango, Mexico.                                                       

ITEM 2. IDENTITY AND BACKGROUND.                                                

In accordance with Securities and Exchange Commission Release No. 34-39538      
(January 12, 1998), this filing reflects securities beneficially owned by       
Citigroup Inc. ("Citigroup"), a holding company for a global financial          
services group, on behalf of itself and its subsidiaries, excluding CAM. CAM,   
its executive officers and directors and its direct and indirect subsidiaries   
may beneficially own securities of Durango, and such securities are not         
reported in this filing. Citigroup disclaims beneficial ownership of            
securities beneficially owned by CAM, and CAM disclaims beneficial ownership    
of the securities reported herein.                                              

(a) This Schedule 13D is being filed by (i) Banco Nacional de Mexico, S.A., a   
bank chartered in Mexico City, Mexico (the "Bank"), (ii) Grupo Financerio       
Banamex, S.A. de C.V., a corporation organized in Mexico City, Mexico           
("GFB"), by virtue of its ownership of all of the outstanding common stock of   
the Bank, (iii) Citicorp (Mexico) Holdings LLC, a limited liability company     
organized in Delaware ("Citicorp Mexico"), by virtue of its ownership of all    
of the outstanding common stock of GFB, (iv) Citicorp, a corporation            
organized in Delaware ("Citicorp"), by virtue of its ownership of all of the    
membership interests of Citicorp Mexico, (v) Citigroup Holdings Company, a      
corporation organized in Delaware ("Citigroup Holdings"), by virtue of its      
ownership of all of the outstanding common stock of Citicorp and (vi)           
Citigroup, a corporation organized in Delaware by virtue of its ownership of    
all of the outstanding common stock of Citigroup Holdings (collectively, the    
"Reporting Persons").                                                           

Attached as Exhibit 99.1 is information concerning each executive officer and   
director of each of the Bank and Citigroup. Exhibit 99.1 is herein incorporated 
by reference.                                                                   

(b) The address of the principal office of the Bank is Act. Roberto Medellin    
#800, Col. Santa Fe C.P.01210, Mexico City, Mexico. The address of the principal
office of GFB is Paseo De La Reforma 398, Mexico City, Mexico 6600. The address 
of the principal office of each of Citicorp Mexico, Citicorp and Citigroup is   
399 Park Avenue, New York, New York 10043. The address of the principal office  
of Citigroup Holdings is One Rodney Square, Wilmington, Delaware 19801.         

(c) The Bank is a commercial banking institution. GFB is a holding company      
principally engaged, through its subsidiaries, in the general financial         
services business. Citicorp Mexico is a holding company principally engaged,    
through its subsidiaries, in the general financial services business.           
Citicorp is a bank holding company principally engaged, through its             
subsidiaries, in the general financial services business. Citigroup Holdings    
is a holding company principally engaged, through its subsidiaries, in the      
general financial services business. Citigroup is a diversified holding         
company providing, through its subsidiaries, a broad range of financial         
services to consumer and corporate customers worldwide.                         

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(d-e) On November 19, 2001, the SEC instituted public cease-and-desist          
proceedings against The State Bank of India ("SBI") and Citibank, N.A           
("Citibank"), a subsidiary of Citigroup, related to an unregistered offering    
of securities in the United States by SBI and Citibank. Citibank was found to   
have violated Sections 5(a) and (c) of the Securities Act of 1933               
("Securities Act"), by offering and selling securities and was ordered to       
cease and desist, pursuant to Section 8A of the Securities Act, from            
committing or causing any violation and any future violation of Sections 5(a)   
and (c) of the Securities Act.                                                  

On December 3, 2002, Salomon Smith Barney Inc. ("Salomon Smith Barney"), now    
named Citigroup Global Markets Inc. ("CGMI"), a subsidiary of Citigroup, was    
one of eight respondents to settle SEC, NYSE, and NASD charges of violations    
of the record-keeping requirements of Section 17(a) of the Securities           
Exchange Act of 1934 ("Exchange Act") and Rule 17a-4 thereunder during the      
period from 1999 to at least 2001.  The SEC order found that, during all or     
part of the relevant period, each Respondent failed to preserve for three       
years, and/or to preserve in an accessible place for two years, electronic      
mail communications (including inter-office memoranda and communications)       
received and sent by its agents and employees that related to its business as   
a member of an exchange, broker or dealer.  The SEC order also found that       
each of the respondents lacked adequate systems or procedures for the           
preservation of electronic mail communications.  The SEC order required the     
respondents to cease and desist from committing or causing any violations and   
any future violations of Section 17(a) of the Exchange Act and Rule 17a-4       
promulgated thereunder.   Respondents were censured pursuant to Section         
15(b)(4) of the Exchange Act.  Each respondent was also required to pay the     
amount of $1,650,000, divided equally between the SEC, NASD, and NYSE.          

On April 28, 2003, Salomon Smith Barney announced final agreements with the     
SEC, the NASD, the NYSE and the New York Attorney General (as lead state        
among the 50 states, the District of Columbia and Puerto Rico) to resolve on    
a civil basis all their outstanding investigations into its research and        
initial public offering allocation and distribution practices.  Salomon Smith   
Barney paid $300 million for retrospective relief, plus $25 million for         
investor education, and committed to spend $75 million to provide independent   
third-party research to its clients at no charge. Salomon Smith Barney          
adopted new policies and procedures to further ensure the independence of its   
research and addressed other issues identified in the course of the             
investigation.  Salomon Smith Barney reached these final settlement             
agreements without admitting or denying any wrongdoing or liability. The        
settlements did not establish wrongdoing or liability for purposes of any       
other proceeding.                                                               

On July 28, 2003, Citigroup settled enforcement proceedings related to the      
manipulation of Enron's and Dynegy's financial statements.  The Commission      
found that Citigroup knew or should have known that the acts or omissions       
described in the Order would contribute to Enron's and Dynegy's violations of   
Exchange Act Section 10(b) and Exchange Act Rule 10b-5. Consequently,           
Citigroup was found to be a cause of Enron's and Dynegy's violations within     
the meaning of Exchange Act Section 21C.  Citigroup consented to an order to    
cease and desist from committing or causing any violation of the antifraud      
provisions of the federal securities laws, and agreed to pay $120 million as    
disgorgement, interest and penalty.                                             

On March 23, 2005, the SEC entered an administrative and cease-and-desist       
order against CGMI. The SEC order found that CGMI willfully violated Section    
17(a)(2) of the Securities Act and Rule 10b-10 promulgated under the Exchange   
Act.  Specifically, the order found that there were two distinct disclosure     
failures by CGMI in the offer and sale of mutual fund shares to its             
customers.  Based on these findings, the Order censured CGMI, required that     
CGMI cease and desist from committing or causing violations and future          
violations of Section 17(a) of the Securities Act and Exchange Act Rule         
10b-10, and required that CGMI pay a $20 million civil money penalty.           

In a related proceeding on March 22, 2005, the NASD accepted a Letter of        
Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") that had been   
submitted by CGMI.  Without admitting or denying the findings, CGMI accepted    
and consented, prior to a hearing and without an adjudication of any issue of   
law or fact, to the entry of findings by NASD.  Based on its findings and       
with CGMI's consent, the NASD censured CGMI and fined it $6.25 million.  In     
the AWC, CGMI also agreed to complete certain undertakings, including           
retaining an Independent Consultant, among other things, to conduct a           
comprehensive review of the completeness of its disclosures regarding the       
differences in mutual fund share classes and the policies and procedures        
relating to CGMI's recommendations to its customers of different class shares   
of mutual funds.                                                                

On May 31, 2005, the SEC entered an administrative cease-and-desist order       
finding that Smith Barney Fund Management LLC ("SBFM"), a subsidiary of         
Citigroup, and CGMI willfully violated Sections 206(1) and 206(2) of the        
Investment Advisers Act of 1940 ("Advisers Act") in connection with securing    
approval by the Boards of the Smith Barney family of mutual funds (the          
"Funds") of the appointment of a new, affiliated transfer agent.                
Specifically, the SEC Order found that SBFM and CGMI failed to disclose to      
the Boards a revenue guarantee associated with the new agreement or an offer    
made by the then-existing transfer agent to continue to perform its work at a   
discount.  The SEC Order further found that SBFM and CGMI made other            
omissions and misrepresentations to the Boards in connection with the           
creation, operation, and compensation of the new arrangement.  Based on these   
findings, the Order censured SBFM and CGMI, required that CGMI and SBFM cease   
and desist from committing or causing violations of Sections 206(1)& 206(2)     
of the Advisers Act, required that SBFM and CGMI disgorge, on a joint and       
several basis, $109 million plus prejudgment interest of $19.1 million, and     
required that SBFM pay an $80 million civil money penalty.                      

Other than as described above, during the last five years, none of the          
Reporting Persons or, to the best of the knowledge of the Reporting Persons,    
any of the persons listed on Exhibit 99.1 attached hereto, has been convicted   
in a criminal proceeding (excluding traffic violations or similar               
misdemeanors) or was a party to a civil proceeding of a judicial or             
administrative body of competent jurisdiction as a result of which such         
person was or is subject to a judgment, decree or final order enjoining         
future violations of, or prohibiting or mandating activities subject to,        
federal or state securities laws, or finding any violation with respect to      
such laws.                                                                      

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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.                     

The information contained in Item 4 of this Schedule 13D is incorporated herein 
by reference.                                                                   

ITEM 4. PURPOSE OF TRANSACTION                                                  

On August 6, 2001, Citicorp, an indirect wholly owned subsidiary of             
Citigroup, completed its acquisition of 99.86% of the issued and outstanding    
ordinary shares of Grupo Financiero Banamex Accival, S.A. de C.V. (the          
"Acquisition"). On September 10, 2001, Grupo Financiero Banamex Accival, S.A.   
de C.V. completed the legal process to change its name to Grupo Financiero      
Banamex, S.A. de C.V. ("GFB"). On September 24, 2001, Citicorp became the       
holder of 100% of the issued and outstanding shares of GFB following a share    
redemption by GFB. The Bank is a subsidiary of GFB, and, as a result of the     
Acquisition, Citigroup indirectly assumed control of 19,325,435 Series A        
Shares pledged to the Bank by Durango and Administradora Corporative y          
Mercantil, S.A. de C.V. ("ACM") at the time of the Acquisition. ACM is wholly   
owned by Messrs. Miguel Rincon, Jose Antonio Rincon, Jesus Rincon, Wilfrido     
Rincon, Ignacio Rincon and Martin Rincon (the "Rincon Family"). The Rincon      
Family are controlling shareholders of Durango.                                 

Under the loan agreement (the "Original Loan Agreement") dated March 30,        
2000, a copy of which is attached as Exhibit 99.4, the Bank provided a          
secured term loan facility of $110,000,000 (the "Facility") to ACM. In          
connection with the Original Loan Agreement, (1) the Bank, (2) Durango,         
(3) ACM and (4) Acciones y Valores Banamex, S.A.de C.V., Casade Bolsa,          
Integrante del Grupo Financiero Banamex, a wholly owned subsidiary of           
Citigroup (the "Administrator") entered into a securities pledge agreement      
(the "ACM Pledge Agreement") dated March 15, 2000, a copy of which is attached  
as Exhibit 99.5. Under the ACM Pledge Agreement, ACM pledged 15,068,000         
Series A Shares owned by ACM and Durango pledged 4,257,435 Series A Shares      
owned by Durango to the Bank as security for the obligations of ACM under the   
Original Loan Agreement. The Administrator held the custody and administration  
of the Series A Shares pledged by ACM and Durango to the Bank. As ACM was in    
default under the Original Loan Agreement, the Bank had the right to accelerate 
the full amount of the outstanding principal under the Original Loan Agreement  
and to seek to enforce its pledge over the Series A Shares held by ACM and      
Durango under the ACM Pledge Agreement.                                         

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Durango's plan of reorganization (the "Plan of Reorganization") was filed on    
January 11, 2005 in the Company's commercial reorganization proceeding under    
Mexico's Business Reorganization Act before the District Court for Civil        
Matters for the District of Durango. Upon consummation of the Plan of           
Reorganization on February 23, 2005, ACM and the Bank restructured the          
Original Loan Agreement (the "Restructured Loan Agreement"), a copy of which    
is attached as Exhibit 99.6. Pursuant to the Restructured Loan Agreement, ACM   
is no longer in default, and the Bank no longer has the immediate right to      
accelerate the principal amount under the Original Loan Agreement nor the       
right seek to enforce its pledge over the Series A Shares held by ACM and       
Durango under the ACM Pledge Agreement.                                         

In connection with the Restructured Loan Agreement, (1) ACM, (2) Banco Invex,   
S.A. de C.V. Institucion de Banca Multiple, Invex Grupo Financiero (the         
"Trustee"), (3) the Bank, (4) the Administrator and (5) Interacciones Casa de   
Bolsa, S.A. de C.V. Interacciones Financial Group (the "Liquidator") entered    
into a securities pledge agreement (the "Securities Pledge Agreement") dated    
February 24, 2005, a copy of which is filed as Exhibit 99.7, in which ACM       
granted a pledge of 15,068,000 Series A Shares (the "ACM Shares"), or 16.4%     
of the outstanding Series A Shares, to the Bank as security for the             
obligations of ACM under the Restructured Loan Agreement. Additionally, the     
Rincon Family and the Trustee entered into a special purpose trust agreement    
(the "Trust Agreement") dated February 24, 2005, a copy of which is attached    
as Exhibit 99.8, in which the Rincon Family transferred 15,911,511 Series A     
Shares (the "Trustee Shares"), or 14.4% of the outstanding Series A Shares,     
to the Trustee, and the Trustee granted a pledge of the Trustee Shares to the   
Bank as security for the obligations of ACM under the Restructured Loan         
Agreement. The Restructured Loan Agreement and the Securities Pledge            
Agreement are hereby incorporated by reference.                                 

Under the Securities Pledge Agreement, at any time, the Bank may instruct the   
Administrator to sell all or part of the ACM Shares and the Trustee Shares      
(the "Pledged Shares") if such sale is made at a price equal to the higher of   
the quotation price of the Pledged Shares on the Mexican Stock Exchange and     
the equivalent in Pesos of $1.50 per Pledged Share. Additionally, at any        
time, ACM or the Trustee may instruct the Administrator to sell all or part     
of the Pledged Shares if (i) such sale is made at a price equal to the higher   
of the quotation price of the Pledged Shares on the Mexican Stock Exchange      
and the equivalent in Pesos of $1.50 per Pledged Share and (ii) the total       
product of the respective sale is equal to or higher than the equivalent in     
Pesos of $5,000,000. The total product of any sale will be given to the Bank    
by the Administrator to be applied towards the payments of the obligations of   
ACM under the Restructured Loan Agreement.                                      

Except as described in this Item 4, none of the Reporting Persons nor, to the   
best knowledge of each Reporting Person, any of the persons named in Exhibit    
99.1 to this Schedule 13D, has formulated any plans or proposals which relate   
to or would result in: (a) the acquisition by any person of additional          
securities of the Company, or the disposition of securities of the Company;     
(b) an extraordinary corporate transaction, such as a merger, reorganization    
or liquidation, involving the Company or any of its subsidiaries; (c) a sale    
or transfer of a material amount of assets of the Company or any of its         
subsidiaries; (d) any change in the present Board of Directors or management    
of the Company, including any plans or proposals to change the number or term   
of directors or to fill any existing vacancies on the Board; (e) any material   
change in the present capitalization or dividend policy of the Company; (f)     
any other material change in the Company's business or corporate structure      
including but not limited to, if the issuer if a registered closed-end          
investment company, any plans or proposals to make any changes in its           
investment policy for which a vote is required by Section 13 of the             
Investment Company Act of 1940; (g) changes in the Company's charter, by-laws   
or instruments corresponding thereto or other actions which may impede the      
acquisition or control of the Company by any person; (h) causing a class of     
securities of the Company to be delisted from a national securities exchange    
or cease to be authorized to be quoted in an inter-dealer quotation system of   
a registered national securities association; (i) causing a class of equity     
securities of the Company to become eligible for termination of registration    
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those     
enumerated above.                                                               

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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.                                  

(a) The Bank may be deemed to beneficially own, within the meaning of Rule      
13d-3 under the Securities Exchange Act of 1934, as amended, 30,979,511 Series A
Shares, or 33.7% of all Series A Shares outstanding. This amount includes (i)   
15,068,000 Series A Shares, or 16.4% of all Series A Shares outstanding, of     
which ACM is the record owner but which the Bank may be deemed to beneficially  
own as a result of the Securities Pledge Agreement and (ii) 15,911,511 Series A 
Shares, or 17.3% of all Series A Shares outstanding, of which the Trustee is the
record owner but which the Bank may be deemed to beneficially own as a result of
the Securities Pledge Agreement.                                                

GFB owns all of the outstanding common stock of the Bank, and, as a result,     
indirectly beneficially owns 30,979,511 Series A Shares directly beneficially   
owned by the Bank, which represent 33.7% of all Series A Shares outstanding.    

Citicorp Mexico owns all of the outstanding common stock of GFB, and, as a      
result, indirectly beneficially owns 30,979,511 Series A Shares that are        
beneficially owned by GFB, which represent 33.7% of all Series A Shares         
outstanding.                                                                    

Citicorp owns all of the membership interests of Citicorp Mexico, and, as a     
result, indirectly beneficially owns 30,979,511 Series A Shares that are        
beneficially owned by Citicorp Mexico, which represent 33.7% of all Series A    
Shares outstanding.                                                             

Citigroup Holdings owns all of the outstanding common stock of Citicorp, and, as
a result, indirectly beneficially owns 30,979,511 Series A Shares that are      
beneficially owned by Citicorp, which represent 33.7% of all Series A Shares    
outstanding.                                                                    

Citigroup owns all of the outstanding common stock of Citigroup Holdings        
Company, and, as a result, indirectly beneficially owns 30,979,511 Series A     
Shares that are beneficially owned by Citigroup Holdings, which represent 33.7% 
of all Series A Shares outstanding. Citigroup also indirectly beneficially owns 
5,728 Series A Shares that are beneficially owned by certain other subsidiaries 
of Citigroup. Each of the Bank, GFB, Citicorp Mexico, Citicorp, Citigroup       
Holdings Company and Citigroup disclaims beneficial ownership of the Series A   
Shares beneficially owned by other Citigroup subsidiaries.                      

The table below summarizes the Reporting Persons' beneficial ownership          
positions at the time of the Acquistion, ownership positions in connection      
with entering into the Securities Pledge Agreement and current ownership        
positions. The heading "Citigroup" refers to Series A Shares beneficially       
owned by Citigroup Inc.; the heading "Citigroup Subsidiaries" refers to         
Series A Shares beneficially owned by each of the Bank, GFB, Citicorp Mexico,   
Citicorp and Citigroup Holdings.                                                

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                                                                · Download Table


DATE                               CITIGROUP          CITIGROUP SUBSIDIARIES  
                         SERIES A SHARES     %       SERIES A SHARES       %  
                         ---------------     -       ---------------       -  
                                                                              
August 6, 2001              19,326,325     35.9%       19,325,435        35.9%
February 24, 2005           30,985,239     33.7%       30,979,511        33.7%
July 15, 2005               30,985,239     33.7%       30,979,511        33.7%


The ownership calculations in Item 5 are based upon the holdings of the         
Reporting Persons and the number of Series A Shares at such time as indicated   
below:                                                                          

                                                        · Enlarge/Download Table


                   SERIES A                                                          
                   SHARES                                                            
DATE               OUTSTANDING  SOURCE                                               
                                                                                     
December 30, 2000  53,832,867   Form 20-F filed by Durango on June 27, 2001          
January 31, 2005   91,835,193   Amended Form T-3 filed by Durango on February 2, 2005


(b) By virtue of entering into the Restructured Loan Agreement on February 23,  
2005, the Bank may be deemed to have sole dispositive power with respect to the 
Pledged Shares. The Bank disclaims beneficial ownership of the Pledged Shares.  

Citigroup may be deemed to have shared voting power with third party customers  
of certain other subsidiaries of Citigroup with respect to the 5,728 Series A   
Shares that may be deemed to be beneficially owned by certain other subsidiaries
of Citigroup for the benefit of third party customers. Citigroup disclaims      
beneficial ownership of the Series A Shares that may be deemed to be            
beneficially owned by certain other subsidiaries of Citigroup for the benefit of
third party customers.                                                          

Each of the Reporting Persons may be deemed to have shared voting and/or        
dispositive power over the Series A Shares that may be deemed to be beneficially
owned by the other Reporting Persons. Each of the Reporting Persons disclaims   
beneficial ownership of the Series A Shares that may be deemed to be            
beneficially owned by the other Reporting Persons.                              

(c) Other than as otherwise described in Item 4, neither the Reporting Persons  
nor, to the best knowledge of the Reporting Persons, any of the persons named in
Exhibit 99.1, has effected a transaction in Series A Shares during the past 60  
days (excluding transactions that may have been effected for managed accounts   
with funds provided by third party customers).                                  

(d) Not applicable.                                                             

(e) Not applicable.                                                             

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE COMPANY.                                                  

The descriptions of the Original Loan Agreement, the Restructured Loan          
Agreement, the ACM Pledge Agreement, the Securities Pledge Agreement, and the   
Trust Agreement (collectively, the "Financing Agreements") contained in Item    
4 are herein incorporated by reference. Such descriptions are summaries of      
certain provisions of the Financing Agreements that are attached as exhibits,   
and such summaries are qualified by, and subject to, the full text of such      
agreements which is incorporated by reference herein.                           

Attached as Exhibit 99.3 is the Securities Trading Agreement dated March 27,    
2000 that the Administrator executed with ACM, with respect to the              
Administrator's role as investment manager on behalf of ACM.                    

Attached as Exhibit 99.9 is the Securities Trading Agreement dated February     
22, 2005 that the Administrator has executed with the Trustee, with respect     
to the Administrator's role as investment manager on behalf of the Trustee.     

Other than these agreements, and except as described in Item 4 above, to the    
best knowledge of the Reporting Persons, there are no contracts, arrangements   
or relationships (legal or otherwise) among the persons named in Item 2 or      
between such persons and any other person with respect to the securities of     
the Company, including but not limited to transfer or voting of any such        
securities, finder's fees, joint ventures, loan or option arrangements, puts    
or calls, guarantees or profits, divisions of profits or loss, or the giving    
or withholding of proxies.                                                      

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

                                                                · Download Table

Exhibit      Description                                                       
-------      -----------                                                       
                                                                               

99.1         Officers and Directors of the Bank and Citigroup.                 

99.2         Joint Filing Agreement among the Bank, GFB, Citicorp Mexico,      
             Citicorp, Citigroup Holdings and Citigroup.                       

99.3         Securities Trading Agreement, dated March 27, 2000, that the      
             Administrator executed with ACM.                                  

99.4         Original Loan Agreement, dated March 30, 2000, among the Bank     
             and ACM (incorporated by reference to Exhibit 99.2 in             
             Schedule 13D, File No. 005-58821, filed on April 7, 2000).        

99.5         ACM Pledge Agreement, dated March 30, 2000, among the Bank,       
             Durango, ACM, and the Administrator (incorporated by reference    
             to Exhibit 99.3 in Schedule 13D, File No. 005-58821, filed on     
             April 7, 2000).                                                   

99.6         Restructured Loan Agreement, dated February 23, 2005, among ACM   
             and the Bank (incorporated by reference to Exhibit 99.2 in        
             Amendment No. 2 to Schedule 13D, File No. 005-58821, filed on     
             April 27, 2005).                                                  

99.7         Securities Pledge Agreement, dated February 24, 2005, among ACM,  
             the Trustee, the Bank, the Administrator and the Liquidator       
             (incorporated by reference to Exhibit 99.4 in Amendment No. 2     
             to Schedule 13D, File No. 005-58821, filed on April 27, 2005).    

99.8         Trust Agreement, dated February 24, 2005, among the Rincon Family,
             as settlors and beneficiaries, and the Trustee (incorporated by   
             reference to Exhibit 99.3 in Amendment No. 2 to Schedule 13D, File
             No. 005-58821, filed on April 27, 2005).                          

99.9         Securities Trading Agreement, dated February 22, 2005, that       
             the Administrator has executed with the Trustee                   


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 SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this   
statement on Schedule 13D with respect to the undersigned is true, complete and 
correct.                                                                        

Dated: July 19, 2005                                                            

BANCO NACIONAL DE MEXICO, S.A.                              

By: /s/ Leonor Cuen Madero                                  
--------------------------------------                      
Name: Leonor Cuen Madero                                    
Title: Vice President                                       

GRUPO FINANCIERO BANAMEX, S.A. DE C.V.                      

By: /s/ Mayela De Maria Camacho Rojas                       
--------------------------------------                      
Name: Mayela De Maria Camacho Rojas                         
Title: Attorney                                             

CITICORP (MEXICO) HOLDINGS LLC                              

By: /s/ William H. Wolf                                     
--------------------------------------                      
Name: William H. Wolf                                       
Title: President                                            

CITICORP                                                    

By: /s/ Ali L. Karshan                                      
--------------------------------------                      
Name: Ali L. Karshan                                        
Title: Assistant Secretary                                  

CITIGROUP HOLDINGS COMPANY                                  

By: /s/ Ali L. Karshan                                      
--------------------------------------                      
Name: Ali L. Karshan                                        
Title: Assistant Secretary                                  

CITIGROUP INC.                                              

By: /s/ Ali L. Karshan                                      
--------------------------------------                      
Name: Ali L. Karshan                                        
Title: Assistant Secretary

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	1/12/98	8		SC 13D, SC 13G
	3/15/00	10
	3/27/00	14	15
	3/30/00	10	15	SC TO-T/A
	4/7/00	15		SC 13D
	6/27/01	13		SC 13D
	8/6/01	1	10	424B2
	9/10/01	10		424B4, SC 13G/A
	9/24/01	10
	11/19/01	9
	12/3/02	9
	4/28/03	9		8-K
	7/28/03	9		6-K, 8-K, 3, 4
	1/11/05	11		4
	2/2/05	13		4
	2/22/05	14	15	SC 13G/A, 8-K
	2/23/05	11	15
	2/24/05	11	15
	3/18/05	9
	3/22/05	9		3
	3/23/05	9
	4/27/05	15		SC 13D/A
	5/31/05	9		8-K, 5, SC 13D/A
Filed On / Filed As Of	7/19/05	16		4, 8-K/A

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Citigroup Inc · SC 13D · Corporacion Durango S/A/De C/V · On 7/19/05

Filed On 7/19/05 4:08pm ET · SEC File 5-58821 · Accession Number 1047469-5-19625

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

SC 13D · General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

SC 13D · General Statement of Beneficial Ownership
Document Table of Contents