As filed with the Securities and Exchange Commission on October 8, 1998
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                                 CITIGROUP INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                    52-1568099
(State or other jurisdiction                       (I.R.S. employer 
of incorporation or organization)                 identification no.)
                                    --------

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


                       Citicorp 1988 Stock Incentive Plan
                       Citicorp 1997 Stock Incentive Plan
                        Citicorp 1994 Stock Purchase Plan
                 Citicorp Executive Incentive Compensation Plan
                         Citibank Savings Incentive Plan
                            (Full title of the plan)
    

                               Stephanie B. Mudick
                         General Counsel - Corporate Law
                                 Citigroup Inc.
                              153 East 53rd Street
                               New York, NY 10043
                    (Name and address of agent for service)

                                 (212) 559-1000
                       (Telephone number, including area
                          code, for agent for service)


                                    ---------


<PAGE>
<TABLE>

                         CALCULATION OF REGISTRATION FEE

<CAPTION>

  Title of each               Amount to be         Proposed maximum        Proposed maximum           Amount of
class of securities            registered         offering price per      aggregate offering      registration fee
 to be registered                                      share                   price
------------------------ ---------------------- ---------------------- ------------------------ --------------------
<S>                          <C>                      <C>                  <C>                     <C>

Common Stock, $.01 par
value per share (1)          122,000,000 (2)          $32.7188             $3,991,693,600          $1,177,549.61

------------------------ ---------------------- ---------------------- ------------------------ --------------------
<FN>

(1)   In  addition,  pursuant to rule 416(c) under the  Securities  Act of 1933,
      this  Registration  Statement  also  covers  an  indeterminate  amount  of
      interests to be offered or sold pursuant to the Citibank Savings Incentive
      Plan.

(2)   The number of shares to be registered is based upon the maximum  number of
      shares of  common  stock,  par value  $.01 per  share,  of the  Registrant
      expected to be issued under the Plans (as defined  herein)  following  the
      Merger (as described in the Explanatory Note), minus the 45,754,813 shares
      that have been registered under the Post Effective Amendment No. 1 on Form
      S-8  to   Form   S-4   Registration   Statement   (No.   333-56589)   (the
      "Post-Effective Amendment").

(3)   The  registration  fee for  the  securities  registered  hereby  has  been
      calculated  pursuant to Rule 457(h) under the  Securities Act and is based
      upon the average  high and low sale price of the Common  Stock as reported
      on the New York Stock Exchange on October 7, 1998.
</FN>
</TABLE>
<PAGE>

                                EXPLANATORY NOTE

      Citigroup Inc.,  ("Citigroup")  (formerly  Travelers  Group Inc.),  hereby
files this  Registration  Statement  on Form S-8  relating to up to  122,000,000
shares of common  stock,  $.01 par value per  share,  of  Citigroup  ("Citigroup
Common Stock"),  issuable  pursuant to the provisions of the Citicorp 1988 Stock
Incentive  Plan (the "1988  Stock  Incentive  Plan"),  the  Citicorp  1997 Stock
Incentive  Plan (the "1997  Stock  Incentive  Plan"),  the  Citicorp  1994 Stock
Purchase Plan (the "Stock Purchase Plan") and the Citicorp  Executive  Incentive
Compensation Plan (the "Executive Incentive Compensation Plan"), which have been
assumed by  Citigroup  pursuant to the Merger  Agreement  defined and  described
below,  and the Citibank Savings  Incentive Plan (the "Savings  Incentive Plan")
(collectively the "Plans").

      Pursuant to the  Agreement  and Plan of Merger  dated as of April 5, 1998,
between  Citicorp and Travelers Group Inc.  ("Travelers"),  as supplemented by a
certain letter  agreement dated June 8, 1998 among Citicorp,  Travelers and Citi
Merger Sub, Inc. ("Citi Merger Sub"), and the transactions contemplated thereby,
(i)  Citicorp  merged  with and into Citi Merger Sub (the  "Merger"),  with Citi
Merger Sub  continuing  as the  surviving  corporation  and changing its name to
Citicorp;  (ii) Travelers changed its name to Citigroup Inc. (iii) each share of
common  stock,  par value  $1.00 per share of  Citicorp  (the  "Citicorp  Common
Stock") issued and  outstanding  immediately  prior to the Effective Time of the
Merger (the "Effective Time") was converted into the right to receive 2.5 shares
of Citigroup Common Stock; and (iv) at the Effective Time, Citigroup assumed all
outstanding obligations to issue Citicorp Common Stock under the Plans.

      This  Registration  Statement  relates  to an  aggregate  amount  of up to
122,000,000 shares of Citigroup Common Stock issuable pursuant to the Plans (the
"Plan Shares"). In connection with the Merger,  Travelers filed its registration
statement  on Form  S-4  (declared  effective  on June  11,  1998)  (the  "S-4")
registering  1,174,986,185  shares of Citigroup Common Stock, which included the
45,754,813  shares (the "S-4 Plan  Shares") that were reserved and were expected
to be  issued  under the Plans on or before  the  Effective  Time.  The S-4 Plan
Shares were registered on Form S-8 pursuant to a Post Effective  Amendment No. 1
on  Form  S-8 to Form  S-4  Registration  Statement  (No.  333-56589),  declared
effective on October 8, 1998 which Registration Statement is hereby incorporated
by reference in this Registration  Statement,  pursuant to General Instruction E
of Form S-8.  This  Registration  Statement  covers the  additional  122,000,000
shares reserved for issuance under the Plans.


<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in The City of New York,  State of New York,  this 8th day of
October, 1998.

                                          Citigroup Inc.
                                          (Registrant)

                                          By /s/ James Dimon
                                             ---------------
                                             James Dimon,
                                             President


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Form  S-8 has been  signed  by the  following  persons  in the  capacities
indicated on this 8th day of October, 1998.


             Signature                                  Capacity
             ---------                                  --------

                                            Chairman of the Board, Co-Chief
         /s/ John S. Reed                   Executive Officer (Principal
         ----------------------             Executive Officer) and Director
         John S. Reed

                                            Chairman of the Board, Co-Chief
         /s/ Sanford I. Weill               Executive Officer (Principal
         ----------------------             Executive Officer) and Director
         Sanford I. Weill

                                            Executive Vice President and
         /s/ Heidi G. Miller                Chief Financial Officer
         ----------------------             (Principal Financial Officer)
         Heidi G. Miller

                                            Executive Vice President and Chief
         /s/ Irwin R. Ettinger              Accounting Officer (Principal
         ----------------------             Accounting Officer)
         Irwin R. Ettinger


                  
         ----------------------             Director
         C. Michael Armstrong


<PAGE>


                  *
         ----------------------             Director
         Judith Arron


                  *
         ----------------------             Director
         Alain J. P. Belda


                  *
         ----------------------             Director
         Kenneth J. Bialkin


                  *
         ----------------------             Director
         Kenneth T. Derr


                  *
         ----------------------             Director
         John M. Deutch


                  *
         ----------------------             Director
         Ann Dibble Jordan


                  *
         ----------------------             Director
         Reuben Mark


                  *
         ----------------------             Director
         Michael T. Masin


                  *
         ----------------------             Director
         Dudley C. Mecum


                  *
         ----------------------             Director
         Richard D. Parsons


                  *
         ----------------------             Director
         Andrall E. Pearson


<PAGE>


                  *
         ----------------------             Director
         Robert B. Shapiro


                  *
         ----------------------             Director
         Franklin A. Thomas


                  *
         ----------------------             Director
         Edgar S. Woolard


                  *
         ----------------------             Director
         Arthur Zankel



*By:   /s/ James Dimon
       -------------------------
       James Dimon, as
       Attorney-in-fact under the
       Powers of Attorney filed
       as Exhibit 24 hereto.


<PAGE>


EXHIBIT INDEX


Exhibit
Number            Description of Document

5                 Opinion of Stephanie B. Mudick
                  with respect to the legality of the securities
                  being registered

23.1              Consent of Stephanie B. Mudick
                  (included in the opinion filed as Exhibit 5)

23.2              Consent of KPMG Peat Marwick LLP

23.3              Consent of KPMG Peat Marwick LLP

23.4              Consent of Arthur Andersen LLP

24                Powers of Attorney of certain directors of the Registrant.