UNITED STATES
                      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)       October 21, 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


                                Citigroup Inc.
                          Current Report on Form 8-K

ITEM 8.01  OTHER EVENTS.

Citigroup Inc. has been informed that in connection with an investigation first
disclosed by Citigroup in November 2003, and updated on July 20, 2004, the
Staff of the Securities and Exchange Commission has notified Thomas W. Jones,
the former CEO of Citigroup Global Investment Management, as well as an
employee and a former employee, that the Staff is considering recommending
enforcement proceedings against each of them relating to the creation and
operation of an internal transfer agent unit to serve primarily the Smith
Barney family of funds.


                                  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: October 21, 2004         CITIGROUP INC.


                                By: /s/  Jane Sherburne
                                    ----------------------
                                Name:  Jane Sherburne
                                Title: Assistant Secretary