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) August 1, 2005

                          ----------------------------

                                 Citigroup Inc.
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          (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
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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 August 1, 2005, Citigroup Inc. issued a press release announcing that
it has completed the merger of its two intermediate bank holding companies,
Citigroup Holdings Company and Citicorp, into Citigroup. As a result of this
merger, Citigroup will assume all existing indebtedness and outstanding
guarantees of Citicorp, and Citicorp will no longer file periodic reports with
the Securities and Exchange Commission.

      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 August 1, 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:  August 1, 2005              CITIGROUP INC.


                                    By: /s/  John R. Dye
                                        ------------------------
                                    Name: John R. Dye
                                    Title: Assistant Secretary

                                  EXHIBIT INDEX



      Exhibit Number
                             
            99.1                Press Release, dated August 1, 2005, issued by Citigroup Inc.