Company Name: Citibank, Robert A. Mulderrig, Jr.
Public Availability Date: Jan. 3, 1978

INQUIRY LETTER

CITIBANK, N.A.

ONE CITICORP CENTER, 153 EAST 53rd STREET

NEW YORK, N.Y. 10022

October 19, 1977

Mr. John J. Heneghan

Corporate Finance Section

Securities & Exchange Commission

500 North Capital Street

Washington, D.C. 20549

Dear Mr. Heneghan:

On Tuesday, October 4, 1977, I placed a call to your office of an interpretation of subparagraph e(3) (F) of Rule 144. You returned my call that afternoon and we discussed the following fact pattern:

o Citibank is one of three co-trustee in a group of four related trust accounts, all of which hold common stock of an OTC Company. Aggregate holdings represent less than 3% of the common stock outstanding and with the value under $250,000.

o A co-trustee in each of the four trusts is X, who is Chairman of this Company.

o Another co-trustee in two of the four trusts is an independent lawyer, Y; in the other two trusts another independent lawyer, Z is co-trustee.

o Two of these four trusts are for the benefit of one individual while the other two are for the benefit of another individual. The beneficiaries do not overlap with any of the co-trustees.

o Investment decisions, by the terms of the trust agreements, can be made by any two of the three co-trustees so that, for example, if Citibank and Y, or Citibank and Z, are in accord, it is not necessary for X to participate. However, he would be bound by the decision unless he disaffirmed in a timely manner.

The question posed by telephone on 10/4/77 concerned the definition of "actions in concert" by co-trustee so, as a matter of fiduciary duty, would be compelled to sell in all accounts equally rather than on an individual, discretionary basis, due to the relatively thin market for the shares and the stocks resulting price sensitivity.

Your oral response was that the trustees "may have a problem," however an in-depth explanation of your rationale was not afforded to us at that time. Kindly provide us with documentation confirming our conversation and, at your earliest convenience, elaborate on the issues in the above mentioned case, particularly as they relate to the "no-action" letters issued in similar cases, viz. New York Clearing House, available October 5, 1972 (s79,054) and Bank of Delaware, available January 4, 1974 (s79,163).

Should you require any further information regarding the circumstances of the case, please contact me.

Sincerely yours,

Robert A. Mulderrig, Jr.

Investment Officer

(212) 559-9402

STAFF REPLY LETTER

DEC 1 1979

Robert A. Mulderrig, Jr.

Investment Officer

Citibank, N.A.

One Citicorp Center

153 East 53rd Street

New York, New York 10022

Re: Interpretation of Rule 144

Dear Mr. Mulderrig:

This is in response to your letter of October 19, 1977 requesting an interpretation of Section (e)(3)(F) of Rule 144. In this regard, you describe a situation where a co-trustee in a group of related trust accounts sells securities of the same issuer in all accounts equally rather than on an "individual, discretionary" basis, and you inquire as to whether such would constitute acting in concert for purposes of determining the limitation on the amount of securities which can be sold pursuant to Rule 144.

As was stated in the previous interpretative letter to which you refer in your letter, it is the Divisions view that Rule 144 does not require two or more trusts to be treated as one person merely because they have the same trustee. Notwithstanding this position, however, the Division is also of the veiw that, should the co-trustee make a common decision to sell securities of the same issuer for more than one trust which was not dictated by events beyond its control and in such a manner as to constitute a distribution, the concept of agreeing to act in concert and the aggregation provisions pertaining thereto, set forth in Rule 144(e)(3)(F), may come into play. Such a determination would be made on a case-by-case basis in situations such as described in your letter based on the particular facts and circumstances involved.

Sincerely,

John Heneghan

Chief Counsel