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) March 6, 2006

                                 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits:



Exhibit No.   Description
- -----------   -----------
           
    1.01      Terms Agreement, dated February 23, 2006, among the Company and
              the underwriters named therein, relating to the offer and sale of
              the Company's 5.365% Subordinated Notes due March 6, 2036.

    4.01      Form of Note for the Company's 5.365% Subordinated Notes due
              March 6, 2036.

    4.02      Amended and Restated Agency Agreement, dated March 6, 2006,
              between the Company and Citibank, N.A., London office.



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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: March 6, 2006                    CITIGROUP INC.


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


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