SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ON2 TECHNOLOGIES INC [ ONT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-IV Preferred Stock	(2)	06/04/2004(3)		4J(1)		1,849,057(1)	(2)	(2)	Common Stock	2,792,257	(2)	0(1)(3)	I	By Subsidiary(1)(8)
Series C-V Preferred Stock	(4)	06/04/2004(3)		4J(1)		2,176,876(1)	(4)	(4)	Common Stock	2,993,273	(4)	0(1)(3)	I	By Subsidiary(1)(8)
Series C-VI Preferred Stock	(5)			3			(5)	(5)	Common Stock	820,911		766,090(8)	I	By Subsidiary(8)
Series C-VI Warrants	(6)			3			(6)	(6)	Common Stock	5,357,143		5,357,143(8)	I	By Subsidiary(8)
Series A Preferred Stock	(7)			3			(7)	(7)	Common Stock	400,000		400,000(8)	I	By Subsidiary(8)

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* TRAVELERS INSURANCE CO (Last) (First) (Middle) ONE TOWER SQUARE (Street) HARTFORD CT 06183 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* CITIGROUP INSURANCE HOLDING CORP (Last) (First) (Middle) 3120 BRECKINRIDGE BOULEVARD (Street) DULUTH GA 30199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* ASSOCIATED MADISON COMPANIES INC (Last) (First) (Middle) 153 EAST 53RD ST. (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* CITIGROUP INVESTMENTS INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* CITIGROUP ALTERNATIVE INVESTMENTS INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

Explanation of Responses:

1. See General Remarks.

2. The Series C-IV Preferred Stock had an initial conversion price of $2.65 per share. As a result of certain anti-dilution adjustments, the current conversion price is $1.7549 per share. The Series C-IV Preferred Stock is convertible immediately and has no expiration date.

3. This Form 5 is being filed to report certain transactions that occurred during the Issuer's fiscal year that ends December 31, 2004 that have not previously been reported on Form 4. The amount of shares beneficially owned reflects holdings as of June 4, 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interests therein.

4. The Series C-V Preferred Stock had an initial conversion price of $1.244 per share. As a result of certain anti-dilution adjustments, the current conversion price is $0.9047 per share. The Series C-V Preferred Stock is convertible immediately and has no expiration date.

5. The Series C-VI Preferred Stock had an initial conversion price of $0.5601 per share. As a result of certain anti-dilution adjustments, the current conversion price is $0.5226 per share. The Series C-VI Preferred Stock is convertible immediately and has no expiration date.

6. The Series C-VI Warrants have an exercise price of $0.56 per share, are exercisable immediately and have an expiration date of August 9, 2005.

7. The Series A Preferred Stock has a conversion price of $7.50 per share, is convertible immediately and has no expiration date.

8. Represents 820,911 shares of the Issuer's Series C-VI Preferred Stock, 5,357,143 shares of the Issuer's Series C-VI Warrants and 400,000 shares of the Issuer's Series A Preferred Stock directly beneficially owned by The Travelers Insurance Company ("TIC") as of June 4, 2004. TIC is a wholly owned subsidiary of Citigroup Insurance Holding Corporation ("Citigroup Insurance"), which is a wholly owned subsidiary of Associated Madison Companies, Inc. ("Associated Madison"), which is a wholly owned subsidiary of Citigroup Inc. ("Citigroup").

Remarks:

Prior to the merger between The St. Paul's Companies, Inc. ("St. Paul's") and Travelers Property Casualty Corp. ("TAP") effective as of April 1, 2004 (the "Merger"), Citigroup Alternative Investments LLC ("CAI") managed investments on behalf of The Travelers Indemnity Company ("Travelers Indemnity"), a wholly owned subsidiary of TAP, including 1,849,057 shares of the Issuer's Series C-IV Preferred Stock and 2,176,876 shares of the Issuer's Series C-V Preferred Stock. As a result of the Merger, effective June 4, 2004, CAI no longer managed investments in the Issuer's securities on behalf of Travelers Indemnity and no longer beneficially owned any of the Issuer's securities. CAI is a wholly owned subsidiary of Citigroup Investments Inc. ("CII"), which is a wholly owned subsidiary of Citigroup.

	Citigroup Inc., By David C. Goldberg, Assistant Secretary	06/10/2004
	Associated Madison Companies, Inc., By David C. Goldberg, Assistant Secretary	06/10/2004
	Citigroup Insurance Holding Corporation, By David C. Goldberg, Assistant Secretary	06/10/2004
	The Travelers Insurance Company, By David C. Goldberg, Assistant Secretary	06/10/2004
	Citigroup Investments Inc., By: Andrew E. Feldman, Assistant Secretary	06/10/2004
	Citigroup Alternative Investments LLC, By: Andrew E. Feldman, Assistant Secretary	06/10/2004
	** Signature of Reporting Person	Date
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