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) May 31, 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 8.01  OTHER EVENTS.

      On May 31, 2005, Citigroup Inc. issued a press release announcing that
Smith Barney Fund Management LLC and Citigroup Global Markets Inc. completed the
settlement with the U.S. Securities and Exchange Commission disclosed by
Citigroup in January 2005 resolving an investigation by the SEC into matters
relating to arrangements between certain Smith Barney mutual funds, an
affiliated transfer agent, and an unaffiliated sub-transfer agent.

      A copy of the above-referenced press release is being filed as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits

      Exhibit Number

           99.1   Press Release, dated May 31, 2005, issued by Citigroup Inc.

                                    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:  June 1, 2005              CITIGROUP INC.


                                  By:    /s/  Michael S. Helfer
                                         ---------------------------------------
                                  Name:  Michael S. Helfer
                                  Title: General Counsel and Corporate Secretary

                                  EXHIBIT INDEX




Exhibit Number
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99.1             Press Release, dated May 31, 2005, issued by Citigroup Inc.