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)
                          May 28 ,2002 (May 21, 2002)

                                CITIGROUP INC.
            (Exact Name of Registrant as Specified in its Charter)


             Delaware                      1-9924               52-1568099
             --------                      ------               ----------
  (State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
        of Incorporation)                                   Identification No.)



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)

                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events

         On May 21, 2002, the Company announced that it will acquire Golden
State Bancorp Inc. ("GSB") in a transaction in which the Company will pay
approximately $16.40 in cash and .5234 of a share of the Company's common
stock for each share of GSB common stock delivered at closing. GSB
stockholders will be entitled to elect to receive the merger consideration in
shares of the Company common stock or cash, subject to certain limitations.
Based on closing prices on May 21, 2002, the total transaction value is
approximately $5.8 billion on a fully diluted basis.

         In connection with the Merger Agreement, certain stockholders of GSB,
which have voting power over approximately 31.5% of the outstanding shares of
GSB common stock, have entered into a Securityholders Agreement (the
"Securityholders Agreement") pursuant to which they have agreed to vote their
shares in favor of the transaction.

         The transaction is expected to be completed in the fourth quarter of
2002. It is subject to a number of regulatory approvals and the approval of
Golden State stockholders. The merger is intended to be tax-free.

         The Merger Agreement, the Securityholders Agreement and the press
release announcing the transaction are attached hereto as exhibits and are
incorporated herein by reference.

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

      (c)   Exhibits.

            Exhibit No.    Description

            2.01           Merger Agreement, by and among, Citigroup Inc.,
                           Mercury Merger Sub, Inc. and Golden State Bancorp
                           Inc., dated as of May 21, 2002

            2.02           Securityholders Agreement, by and among, Citigroup
                           Inc., Golden State Bancorp Inc., Mafco Holdings
                           Inc., GSB Investments Corp., Macandrews & Forbes
                           Holdings Inc., Hunter's Glen/Ford, Ltd. and Gerald
                           J. Ford, dated as of May 21, 2002.

           99.01           Press Release, dated May 21, 2002, issued by
                           Citigroup Inc. (incorporated by reference from the
                           Company Report on Form 8-K filed with the SEC on
                           May 22, 2002).



                                   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.

                                            CITIGROUP INC.

                                            By: /s/ John R. Dye
                                                -------------------------
                                            Name:    John R. Dye
                                            Title:   Assistant Secretary

Date:  May 28, 2002


                                 EXHIBIT INDEX

         Exhibit No.                      Exhibit Name

            2.01           Merger Agreement, by and among, Citigroup Inc.,
                           Mercury Merger Sub, Inc. and Golden State Bancorp
                           Inc., dated as of May 21, 2002

            2.02           Securityholders Agreement, by and among, Citigroup
                           Inc., Golden State Bancorp Inc., Mafco Holdings
                           Inc., GSB Investments Corp., Macandrews & Forbes
                           Holdings Inc., Hunter's Glen/Ford, Ltd. and Gerald
                           J. Ford, dated as of May 21, 2002.

           99.01           Press Release, dated May 21, 2002, issued by
                           Citigroup Inc. (incorporated by reference from the
                           Company Report on Form 8-K filed with the SEC on
                           May 22, 2002).
[{"type": "8-K", "sequence": "1", "filename": "s371275.txt", "secsgml_size_bytes": 5273}]
{"company-data": {"conformed-name": "CITIGROUP INC", "cik": "0000831001", "assigned-sic": "6021", "irs-number": "521568099", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09924", "film-number": "02663653"}, "business-address": {"street1": "399 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10043", "phone": "2125591000"}, "mail-address": {"street1": "399 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10043"}, "former-company": [{"former-conformed-name": "TRAVELERS INC", "date-changed": "19940103"}, {"former-conformed-name": "TRAVELERS GROUP INC", "date-changed": "19950519"}, {"former-conformed-name": "PRIMERICA CORP /NEW/", "date-changed": "19920703"}]}
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)
                          May 28 ,2002 (May 21, 2002)

                                CITIGROUP INC.
            (Exact Name of Registrant as Specified in its Charter)

             Delaware                      1-9924               52-1568099
             --------                      ------               ----------
  (State or Other Jurisdiction    (Commission File Number)   (I.R.S. Employer
        of Incorporation)                                   Identification No.)

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)

                                Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events

         On May 21, 2002, the Company announced that it will acquire Golden
State Bancorp Inc. ("GSB") in a transaction in which the Company will pay
approximately $16.40 in cash and .5234 of a share of the Company's common
stock for each share of GSB common stock delivered at closing. GSB
stockholders will be entitled to elect to receive the merger consideration in
shares of the Company common stock or cash, subject to certain limitations.
Based on closing prices on May 21, 2002, the total transaction value is
approximately $5.8 billion on a fully diluted basis.

         In connection with the Merger Agreement, certain stockholders of GSB,
which have voting power over approximately 31.5% of the outstanding shares of
GSB common stock, have entered into a Securityholders Agreement (the
"Securityholders Agreement") pursuant to which they have agreed to vote their
shares in favor of the transaction.

         The transaction is expected to be completed in the fourth quarter of
2002. It is subject to a number of regulatory approvals and the approval of
Golden State stockholders. The merger is intended to be tax-free.

         The Merger Agreement, the Securityholders Agreement and the press
release announcing the transaction are attached hereto as exhibits and are
incorporated herein by reference.

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

      (c)   Exhibits.

            Exhibit No.    Description

            2.01           Merger Agreement, by and among, Citigroup Inc.,
                           Mercury Merger Sub, Inc. and Golden State Bancorp
                           Inc., dated as of May 21, 2002

            2.02           Securityholders Agreement, by and among, Citigroup
                           Inc., Golden State Bancorp Inc., Mafco Holdings
                           Inc., GSB Investments Corp., Macandrews & Forbes
                           Holdings Inc., Hunter's Glen/Ford, Ltd. and Gerald
                           J. Ford, dated as of May 21, 2002.

           99.01           Press Release, dated May 21, 2002, issued by
                           Citigroup Inc. (incorporated by reference from the
                           Company Report on Form 8-K filed with the SEC on
                           May 22, 2002).

                                   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.

                                            CITIGROUP INC.

                                            By: /s/ John R. Dye
                                                -------------------------
                                            Name:    John R. Dye
                                            Title:   Assistant Secretary

Date:  May 28, 2002

                                 EXHIBIT INDEX

         Exhibit No.                      Exhibit Name

            2.01           Merger Agreement, by and among, Citigroup Inc.,
                           Mercury Merger Sub, Inc. and Golden State Bancorp
                           Inc., dated as of May 21, 2002

            2.02           Securityholders Agreement, by and among, Citigroup
                           Inc., Golden State Bancorp Inc., Mafco Holdings
                           Inc., GSB Investments Corp., Macandrews & Forbes
                           Holdings Inc., Hunter's Glen/Ford, Ltd. and Gerald
                           J. Ford, dated as of May 21, 2002.

           99.01           Press Release, dated May 21, 2002, issued by
                           Citigroup Inc. (incorporated by reference from the
                           Company Report on Form 8-K filed with the SEC on
                           May 22, 2002).