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) June 9, 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 June 2, 2006, among the Company and the
              underwriters named therein, relating to the offer and sale of the
              Company's Floating Rate Subordinated Notes due June 9, 2016.

4.01          Form of Note for the Company's Floating Rate Subordinated Notes
              due June 9, 2016.



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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: June 9, 2006                     CITIGROUP INC.


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


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