1
                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                            ------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 17, 2001
                           ---------------------------

                                 Citigroup Inc.
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                          1-9924                    52-1568099
  ---------------                    -----------             -----------------
  (State or other                    (Commission                (IRS Employer
  jurisdiction of                   File Number)             Identification No.)
  incorporation)



                    399 Park Avenue, New York, New York 10043
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 559-1000
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)




   2



                                 Citigroup Inc.
                           Current Report on Form 8-K

ITEM 5.  OTHER EVENTS.

On September 17, 2001, Citigroup announced that it expects earnings for the
third quarter of 2001 to exceed the First Call consensus estimate of $0.75 by
$0.02 per share, excluding the financial impact of the September 11th terrorist
attack. Citigroup anticipates that losses related to the payment of insurance
claims, including claims on property in lower Manhattan, business interruption
insurance claims, workers compensation exposure and life insurance claims could
total $500 million, after tax, or approximately $0.10 per share. In addition,
the company expects that the impact of the closing of the stock exchange as well
as a number of our branches for much of last week would reduce earnings by $100
million to $200 million after tax, or $0.02 to $0.04 per share.

"No monetary costs can compare with the human tragedy that our country
experienced last week. However, as we begin to assess the damage incurred and
the ensuing costs, we felt it important to give our shareholders an initial
estimate of the financial impact on our company," said Sanford I. Weill,
Chairman and CEO of Citigroup. "I also want to commend the efforts of our
employees, whose dedication and hard work have enabled our company to continue
to operate effectively, despite the fact that we evacuated five of our
buildings, causing us to relocate thousands of people to disaster relief sites.
Our systems have been fully functioning throughout this crisis, and where
necessary, we have quickly transitioned businesses to back-up facilities to
maintain continuity."

"Our results across the company for July and August were strong, reflecting the
diversity of our operations around the world. Our company's long-term earnings
strength and our solid capital base remain unchanged. Our focus will continue to
be on assisting our employees, customers and country in recovering from this
unspeakable tragedy. To help in this effort, we have established a $15 million
scholarship fund to be further enhanced by contributions from employees for all
families who suffered losses as a result of the attack on the World Trade
Center."

                                      # # #

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "target," "may increase," "may fluctuate,"
"may result in," "are projected," and similar expressions. These forward-looking
statements involve risks and uncertainties including, but not limited to, the
amount of insurance claims made to Citigroup's insurance subsidiaries, the loss
of business experienced in connection with the closing of the stock markets and
the related earnings impact of these events.


   3



                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  September 17, 2001                 CITIGROUP INC.


                                           By: /S/ MICHAEL A. ROSS
                                              -----------------------
                                           Name: Michael A. Ross
                                           Title: Assistant Secretary