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) July 18, 2002

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)

CITIGROUP INC.
Current Report on Form 8-K

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibits:

Exhibit No. Description
----------- -----------

1.01 Terms Agreement, dated July 18, 2002, among the Company and
Salomon Smith Barney Inc., Banc of America Securities LLC,
Banc One Capital Markets, Inc., Bear, Stearns & Co. Inc.,
Blaylock & Partners, L.P., Fleet Securities, Inc., J.P. Morgan
Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Muriel Siebert & Co., Inc.,
Santander Central Hispano Investment Securities Inc. and UBS
Warburg LLC, as Underwriters, relating to the offer and sale
of the Company's Floating Rate Notes due July 26, 2004.

4.01 Form of Note for the Company's Floating Rate Notes due July
26, 2004.

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: July 26, 2002 CITIGROUP INC.

By: /s/ Guy R. Whittaker
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Guy R. Whittaker
Treasurer