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 15, 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)


   153 EAST 53RD STREET, NEW YORK, NEW YORK                        10043
   (Address of principal executive offices)                      (Zip Code)


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


                       399 PARK AVENUE, NEW YORK, NY 10043
                 (Former address, if changed since last report)


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                                 CITIGROUP INC.
                           CURRENT REPORT ON FORM 8-K


Item 5.  Other Events.

         On December 15, 1998, Citigroup Inc. ("Citigroup" or the "Company")
announced that its Board of Directors approved a restructuring charge of
approximately $900 million after tax, the bulk of which will be recorded in the
fourth quarter of 1998. Citigroup expects to achieve pretax expense savings of
approximately $680 million in 1999 and targets annual run rate expense savings
of approximately $975 million pretax in 2000.

         Approximately $525 million of the total targeted improvements are
expected to result from business initiatives in the Company's Consumer business,
including regional consolidation outside the United States of call centers and
other back office functions, reduction of management layers, sales force
restructuring and integration of overlapping marketing and product management
groups. It is also expected that the Consumer business will improve results by
exiting several non-strategic operations. Besides improvements directly related
to the restructuring charge, it is anticipated that the Consumer business will
realize additional savings from more tightly managing non-customer expenses,
such as outside consultants and travel.

         Approximately $350 million of the efficiency improvements are expected
to be achieved in Citigroup's Corporate business, both to realize synergies and
operating efficiencies and to reflect market turmoil in certain regions and
businesses. These savings are expected to come from all areas of the Corporate
business, including emerging markets, global relationship banking and investment
banking.

         Approximately $15 million of the improvements relate to efficiencies to
be realized in Asset Management operations, mostly through the elimination of
redundancies.

          The remaining approximately $85 million of the total targeted savings
is expected to be achieved by streamlining and integrating staff functions.

         Expected savings from previously announced programs of $300 million
pretax at Salomon Smith Barney and $750 million pretax at Citicorp are not
included in the new $975 million in targeted improvements. The Company is
presently reviewing options with respect to its New York operations, the final
determination of which could result in an adjustment of previously announced
charges taken in conjunction with the merger of Smith Barney and Salomon.

         The integration of the Company's activities is expected to result in a
workforce reduction, net of anticipated rehires to fill relocated positions, of
approximately 10,400 positions, or 6% worldwide. The largest portion of these
reductions will come from the Consumer business. Approximately 35% of the global
reductions will be in the United States.


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         Certain of the statements contained herein 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, "target," "may
increase," "may fluctuate," "may result in," and similar expressions. These
forward-looking statements involve risks and uncertainties including, but not
limited to, the following: timely implementation of restructuring programs and
the ability of the Company generally to achieve anticipated levels of
operational efficiencies and expense savings related to recent transactions or
otherwise. Readers also are directed to other risks and uncertainties discussed
in documents filed by the Company with the Securities and Exchange Commission.


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<PAGE>

                               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.




Dated: December 24, 1998
                                        CITIGROUP INC.
          


                                        By: /s/ William T. Bozarth
                                            ----------------------
                                            William T. Bozarth
                                            Deputy Controller


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