8-K

                     U.S. 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) December 23, 2002

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

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

   Delaware                          1-9924                      52-1568099
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(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)

                                 Citigroup Inc.
                           Current Report on Form 8-K

ITEM 5.  OTHER EVENTS.

On December 23, 2002, Citigroup Inc. ("Citigroup") announced that it had reached
a settlement-in-principle with the SEC, NASD, NYSE and the Attorney General of
New York of all issues raised in their research, IPO allocation and
spinnining-related inquiries.

A copy of the related press release is being filed as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference in its entirety.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)      Exhibits

         Exhibit Number

            99.1  Press Release, dated December 23, 2002, 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:  December 23, 2002                   CITIGROUP INC.


                                            By:      /s/ Stephanie B. Mudick
                                               ---------------------------------
                                            Name:    Stephanie B. Mudick
                                            Title:   Co-General Counsel

                                  EXHIBIT INDEX

Exhibit Number

      99.1     Press Release, dated December 23, 2002, issued by Citigroup Inc.

EX-99.1

                                                                    Exhibit 99.1

   Citigroup Makes Statement on Settlement-In-Principle; Announces Charge for
                 Regulatory and Legal Matters and Other Issues

New York, NY, December 23, 2002 - On Friday, Citigroup (NYSE:C) reached a
settlement-in-principle with the SEC, NASD, NYSE and the Attorney General of New
York of all issues raised in their research, IPO allocation and spinning-related
inquiries. Following is a statement by Sanford I. Weill, Chairman and Chief
Executive Officer.

      "The settlement-in-principle, once finalized, will bring to a close a
      difficult chapter in our history. This is an important event for
      investors, the financial services industry and Citigroup. During this
      period, we cooperated fully with inquiries by regulators and the New York
      Attorney General and, at the same time, led the industry in implementing
      reform. Our company is better positioned for the future as a result.

      "We also rose to meet challenges posed by the collapse of the Argentine
      economy, a number of major corporate bankruptcies and a groundswell of
      investor distrust in the integrity of U.S. business and capital markets.
      Throughout this period, our employees maintained their dedication to
      serving our customers, delivering on our goals, embracing the spirit of
      reform and thereby laid the groundwork to increase the confidence of
      customers and investors both in our company and our financial system.

      "We will take a charge in the fourth quarter toward the anticipated cost
      of resolving regulatory inquiries and associated litigation, as well as
      increased credit losses. We look forward to the new year with renewed
      energy, fully focused on the important work of continuing to build
      Citigroup into the world's finest financial services firm."

      "Further, to enhance investor confidence and to safeguard the independence
      of our research function, Sallie Krawcheck, CEO of Smith Barney, will meet
      directly with the Board's Nominations and Governance Committee
      periodically to discuss analyst independence."

Citigroup is establishing a reserve for the cost of this settlement and toward
estimated costs of the private litigation related to the matters that were the
subject of the settlement as well as the regulatory inquiries and private
litigation related to Enron. The addition to the reserve for these matters will
result in an after tax charge of approximately $1.3 billion or 25 cents per
share (diluted). The Company believes that it has substantial defenses to the
pending private litigations which are at a very early stage. Given the
uncertainties of the timing and outcome of this type of litigation, the large
number of cases, the novel issues, the substantial time before these cases will
be resolved, and the multiple defendants in many of them, this reserve is
difficult to determine and of necessity subject to future revision. However, the
Company believes the current charge is a prudent measure toward putting all of
these matters behind it. Citigroup is also increasing credit reserves by $200
million after tax or 4 cents per share (diluted) to reflect the ongoing
challenges in the corporate credit environment. Combined, these items will
result in a total charge of $1.5 billion after tax or 29 cents per share
(diluted) to fourth quarter results. Including these charges, Citigroup
anticipates delivering record core and net income in 2002.

                                      # # #

Media:                     Leah Johnson:    212-559-9446
                           Christina Pretto:212-793-8217
Investors:                 Sheri Ptashek:   212-559-2718
Fixed Income Investors:    John Randel:     212-559-5091

To participate in the Audio Webcast (which will be listen-only) go to
www.citigroup.com/citigroup/fin and click on the link for the 8:00am audio
webcast.

Certain statements in this document are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may differ materially from those
included in these statements due to a variety of factors. More information about
these factors is contained in Citigroup's filings with the Securities and
Exchange Commission.

Citigroup (NYSE: C), the preeminent global financial services company with some
200 million customer accounts in more than 100 countries, provides consumers,
corporations, governments and institutions with a broad range of financial
products and services, including consumer banking and credit, corporate and
investment banking, insurance, securities brokerage, and asset management. Major
brand names under Citigroup's trademark red umbrella include Citibank,
CitiFinancial, Primerica, Salomon Smith Barney, Banamex, and Travelers Life and
Annuity. Additional information may be found at: www.citigroup.com