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) September 20, 2005

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


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



                                                               
   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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits:



     Exhibit No.   Description
     -----------   -----------
                
     1.01          Terms Agreement, dated September 13, 2005, among the Company
                   and the underwriters named therein, relating to the offer and
                   sale of the Company's 4.200% Notes due December 20, 2007.

     4.01          Form of Note for the Company's 4.200% Notes due December 20,
                   2007.



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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: September 20, 2005               CITIGROUP INC.


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


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