SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): October 8, 1998

Citigroup Inc.

(Exact name of registrant as specified in charter)

Delaware 1-9924 52-1568099
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)

399 Park Avenue, New York, New York 10043
(Address of principal executive offices) (Zip Code)

Registrant's telephone number,
including area code: (212) 559-1000

Travelers Group Inc.
388 Greenwich Street, New York, New York 10013
(Former name and address)

Item 2. Acquisition or Disposition of Assets.

At 12:01 a.m., Eastern time, on October 8, 1998 (the "Effective
Time"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of April 5, 1998, between Travelers Group Inc., a Delaware
corporation ("Citigroup" or the "Company") and Citicorp, a Delaware
corporation, as modified, Citicorp merged with and into Citi Merger Sub Inc.
(the "Subsidiary"), a Delaware corporation and a wholly owned subsidiary of
the Company (the "Merger"). In connection with the Merger, the Subsidiary,
which continued as the surviving corporation in the Merger, changed its name
to Citicorp, and the Company changed its name to Citigroup Inc. The Merger
was a tax-free exchange.

As a result of the Merger, (i) each issued and outstanding share of
common stock, par value $1.00 per share, of Citicorp ("Citicorp Common Stock")
was converted into the right to receive 2.5 shares of common stock, par value
$.01 per share, of Citigroup ("Citigroup Common Stock"), with cash being paid in
lieu of fractional shares of Citigroup Common Stock, and (ii) each issued and
outstanding share of preferred stock, without par value, of Citicorp ("Citicorp
Preferred Stock"), of the series identified in the left-handed column below was
converted into the right to receive one share of preferred stock, par value
$1.00 per share, of Citigroup ("Citigroup Preferred Stock"), of the
corresponding series identified in the right-hand column below:

Series of Citicorp Preferred Stock Series of Citigroup Preferred Stock
---------------------------------- Issued in Exchange
-----------------------------------

Graduated Rate Cumulative Preferred Stock, Graduated Rate Cumulative Preferred Stock,
Series 8B Series O

Adjustable Rate Cumulative Preferred Stock, Adjustable Rate Cumulative Preferred Stock,
Series 18 Series Q

Adjustable Rate Cumulative Preferred Stock, Adjustable Rate Cumulative Preferred Stock,
Series 19 Series R

8.30% Noncumulative Preferred Stock, 8.30% Noncumulative Preferred Stock,
Series 20 Series S

8 1/2% Noncumulative Preferred Stock, 8 1/2% Noncumulative Preferred Stock,
Series 21 Series T

7 3/4% Cumulative Preferred Stock, Series 22 7 3/4% Cumulative Preferred Stock, Series U

Fixed/Adjustable Rate Cumulative Preferred Fixed/Adjustable Rate Cumulative Preferred
Stock, Series 23 Stock, Series V

Each share of each series of Citigroup Preferred Stock identified
above, other than the Citigroup Series O Preferred Stock, will be represented by
depositary shares, each representing a one-tenth interest in a share of the
corresponding series of Citigroup Preferred Stock.

As of the Effective Time, the following persons have been elected as
the directors of Citigroup: C. Michael Armstrong, Judith Arron, Alain J.P.
Belda, Kenneth J. Bialkin, Kenneth T. Derr, John M. Deutch, Ann Dibble Jordan,
Reuben Mark, Michael T. Masin, Dudley C. Mecum, Richard D. Parsons, Andrall E.
Pearson, John S. Reed, Robert B. Shapiro, Franklin A. Thomas,

Sanford I. Weill, Edgar S. Woolard, Jr. and Arthur Zankel.

Item 5. Other Events.

Historical financial information of Citicorp and its subsidiaries
has previously been filed with the Company's current reports on Form 8-K
dated April 8, 1998 and August 18, 1998.

On October 8, 1998, the Company issued a press release, a copy of
which is annexed hereto as Exhibit 99.01 and incorporated herein by reference.

Certain of the statements contained in the press release that are
not historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. The Company's actual results may
differ materially from those included in the forward-looking statements.
Forward-looking statements are typically identified by words or phrases such
as "believe," "expect," "anticipate," "intend," "estimate," "are likely
to be," and similar expressions. These forward-looking statements involve
risks and uncertainties including, but not limited to, the following: changes
in general economic conditions, including the performance of financial markets
and interest rates; customer responsiveness to both new products and
distribution channels; and competitive, regulatory, or tax changes that
affect the cost of or demand for the Company's products.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No. Description

99.01 Press Release dated October 8, 1998

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 thereunto duly authorized.

CITIGROUP INC.
(Registrant)

By: /s/ William T. Bozarth
----------------------------------
Name: William T. Bozarth
Title: Vice President

Dated: October 8, 1998