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 22, 2004

                                 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 22, 2004, among the Company and the
              underwriters named therein, relating to the offer and sale of the
              Company's 4.25% Notes due July 29, 2009.

   4.01       Form of Note for the Company's 4.25% Notes due July 29, 2009.


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                                    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 29, 2004                  CITIGROUP INC.

                                   By:  /s/ Charles E. Wainhouse
                                       --------------------------------------
                                       Charles E. Wainhouse
                                       Assistant Treasurer

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