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) February 22, 2005
                                                 -----------------

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

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

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

                                 (212) 559-1000
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              (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 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits:



EXHIBIT NO.       DESCRIPTION
- -----------       -----------
               
1.01              Terms Agreement, dated February 14, 2005, among the Company
                  and the underwriters named therein, relating to the offer and
                  sale of the Company's 4.125% Notes due February 22, 2010.

4.01              Form of Note for the Company's 4.125% Notes due February 22,
                  2010.


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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:  February 22, 2005                 CITIGROUP INC.

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

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