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) November 7, 2002

                                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)

                                Citigroup Inc.
                          Current Report on Form 8-K



ITEM 5.  OTHER EVENTS.

         On November 7, 2002, Citigroup Inc. announced the completion of its
acquisition of Golden State Bancorp Inc. ("Golden State"), which was merged
with and into a subsidiary of Citigroup. In the merger, Golden State
shareholders will receive an aggregate of approximately $2.3 billion in cash
and 79.5 million shares of Citigroup common stock. The press release
announcing consummation of the merger is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.

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

(c)      Exhibits

         Exhibit
         Number

         99.1    Press Release, dated November 7, 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: November 7, 2002                     CITIGROUP INC.


                                            By: /s/ William P Hannon
                                               --------------------------------
                                               Name:  William P. Hannon
                                               Title: Controller and Chief
                                                      Accounting Officer

EX-99

For Immediate Release
Citigroup Inc. (NYSE Symbol: C)
November 7, 2002


             Citigroup Completes Acquisition of Golden State Bancorp

     New York, New York - Citigroup has successfully completed its
acquisition of Golden State Bancorp. The merger was completed through the
merger of Golden State with and into a wholly-owned subsidiary of
Citigroup. Golden State stockholders will receive an aggregate of
approximately $2.3 billion in cash and 79.5 million shares of Citigroup
common stock.

     The final merger consideration to be received by Golden State
stockholders will be based on the final election results and the average
closing price of Citigroup common stock for the five consecutive trading
days ending November 1, 2002 of $36.896 per share. Based on the preliminary
election results and applying the proration provisions set forth in the
merger agreement, for each Golden State share held:

     o    stockholders who made an election to receive cash are expected to
          receive approximately $37.1056 in cash;

     o    stockholders who made an election to receive stock are expected
          to receive approximately 0.8330 of a share of Citigroup common
          stock and approximately $6.3682 in cash, as a result of
          proration; and

     o    non-electing stockholders are expected to receive approximately
          $37.1056 in cash.

     A press release announcing the final merger consideration will be
issued as soon as practicable after the final merger consideration is
determined.


                                   * * *

Citigroup (NYSE: C - News), 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.


Contacts:

                                                        
Citigroup:
Press:                     Leah Johnson (212) 559-9446        Steve Silverman (212) 793-0321
Investors:                 Sheri Ptashek (212) 559-4658
Fixed Income Investors:    John Randel    (212) 559-5091