<PAGE>
     As filed with the Securities and Exchange Commission on June 27, 2002
                                                                Registration No.

                                  UNITED STATES
                       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 of         (I.R.S. Employer
               incorporation or organization)            Identification No.)

                   399 Park Avenue, New York, NY                 10043
               (Address of Principal Executive Offices)         (Zip Code)

                     CITIBUILDER 401(k) PLAN FOR PUERTO RICO
                            (Full title of the plan)
                               STEPHANIE B. MUDICK
                               CO-GENERAL COUNSEL
                                 CITIGROUP INC.
                                 399 PARK AVENUE
                               NEW YORK, NY 10043
                     (Name and address of agent for service)
                                 (212) 559-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each                                         Proposed maximum    Proposed maximum     Amount of
class of securities           Amount to be            offering price      aggregate offering   registration
to be registered              registered              per share           price                fee
<S>                           <C>                     <C>                 <C>                  <C>
Common Stock $.01 par value
per share (1)                         100,000         $39.335          (2) $3,933,500        (2) $361.89      (2)

</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act, as amended, and is
based upon the average high and low sale price of the Common Stock as reported
in the consolidated reporting system on June 24, 2002.
<PAGE>
                                EXPLANATORY NOTE

     Citigroup Inc. ("Citigroup"), hereby files this Registration Statement on
Form S-8 relating to 100,000 shares of common stock, $.01 par value per share,
of Citigroup ("Common Stock") issuable pursuant to the provisions of the
Citibuilder 401(k) Plan for Puerto Rico.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

            (a) The Annual Report on Form 10-K filed by Citigroup Inc. (the
"Registrant") for the fiscal year ended December 31, 2001.

            (b) All other reports filed by Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the fiscal year covered by the annual report referred to in (a) above.

            (c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed under the Exchange Act on Form
8-B, dated May 10, 1988, as updated by the description of the Registrant's
Common Stock contained in the Company's Registration Statement on Form S-3 dated
March 21, 2001, and any amendment or report filed for the purpose of further
updating such description.

            All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents. Statements contained in this Registration
Statement or in a document incorporated by reference may be modified or
superseded by later statements in this Registration Statement or by statements
in subsequent documents incorporated by reference, in which case you should
refer to the later statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
<PAGE>

            Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

            Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to such person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
such person's heirs, executors and administrators; and empowers the corporation
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145. Section Four of Article IV of
the Registrant's By-Laws provides that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.

            The Registrant also provides liability insurance for its directors
and officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.

            Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its Stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH of the Registrant's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            See Exhibit Index attached hereto.

            The Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes:

                                       1
<PAGE>

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                      (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

            Provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by
reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, on June 27, 2002

                                   CITIGROUP INC.




                                   By: /s/ Todd S. Thomson
                                       ------------------------------
                                   Name:    Todd S. Thomson
                                   Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on June 27, 2002.


<TABLE>
<CAPTION>
                  SIGNATURE                                            TITLE
                  ---------                                            -----

<S>                                           <C>

          /s/ Sanford I. Weill
    ----------------------------------
              Sanford I. Weill                Chairman, Chief Executive Officer (Principal Executive Officer) and
                                              Director
          /s/ Todd S. Thomson
    ----------------------------------
               Todd S. Thomson                Chief Financial Officer (Principal Financial Officer)


          /s/ William P. Hannon
    ----------------------------------
          William P. Hannon                   Controller (Principal Accounting Officer)


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

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

                      *
    ----------------------------------
            George David                      Director

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

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

                      *

    ----------------------------------
          Alfredo Harp Helu                   Director

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>                                           <C>
                      *
    ----------------------------------
      Roberto Hernandez Ramirez               Director

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

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

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

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

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

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

                      *
    ----------------------------------
           Robert E. Rubin                    Director

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

                      *
    ----------------------------------
            Arthur Zankel                     Director
</TABLE>

       *By: /s/ Stephanie B. Mudick
            ----------------------------------
                   Stephanie B. Mudick
                    Attorney-in-Fact

<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, Citigroup Inc. certifies that it has reasonable grounds to believe it
meets all of the requirements for filings on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 27, 2002.

                                     Citibuilder 401(k) Plan for Puerto Rico

                                     By:  /s/ Michael Schlein
                                          ------------------------------
                                          Michael Schlein
                                          Senior Human Resources Officer,
                                          Citigroup Inc., the Plan Administrator

<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number                      Description of Document
--------------                      -----------------------
<S>                                 <C>
    23                              Consent of KPMG LLP

    24                              Powers of Attorney of the directors of the
                                    Registrant.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y61795sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19937}]
{"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": "S-8", "act": "33", "file-number": "333-91308", "film-number": "02688568"}, "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"}]}
As filed with the Securities and Exchange Commission on June 27, 2002
                                                                Registration No.

                                  UNITED STATES
                       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 of         (I.R.S. Employer
               incorporation or organization)            Identification No.)

                   399 Park Avenue, New York, NY                 10043
               (Address of Principal Executive Offices)         (Zip Code)

                     CITIBUILDER 401(k) PLAN FOR PUERTO RICO
                            (Full title of the plan)
                               STEPHANIE B. MUDICK
                               CO-GENERAL COUNSEL
                                 CITIGROUP INC.
                                 399 PARK AVENUE
                               NEW YORK, NY 10043
                     (Name and address of agent for service)
                                 (212) 559-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of each                                         Proposed maximum    Proposed maximum     Amount of
class of securities           Amount to be            offering price      aggregate offering   registration
to be registered              registered              per share           price                fee
Common Stock $.01 par value
per share (1)                         100,000         $39.335          (2) $3,933,500        (2) $361.89      (2)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act, as amended, and is
based upon the average high and low sale price of the Common Stock as reported
in the consolidated reporting system on June 24, 2002.
EXPLANATORY NOTE

     Citigroup Inc. ("Citigroup"), hereby files this Registration Statement on
Form S-8 relating to 100,000 shares of common stock, $.01 par value per share,
of Citigroup ("Common Stock") issuable pursuant to the provisions of the
Citibuilder 401(k) Plan for Puerto Rico.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

            (a) The Annual Report on Form 10-K filed by Citigroup Inc. (the
"Registrant") for the fiscal year ended December 31, 2001.

            (b) All other reports filed by Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the fiscal year covered by the annual report referred to in (a) above.

            (c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed under the Exchange Act on Form
8-B, dated May 10, 1988, as updated by the description of the Registrant's
Common Stock contained in the Company's Registration Statement on Form S-3 dated
March 21, 2001, and any amendment or report filed for the purpose of further
updating such description.

            All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents. Statements contained in this Registration
Statement or in a document incorporated by reference may be modified or
superseded by later statements in this Registration Statement or by statements
in subsequent documents incorporated by reference, in which case you should
refer to the later statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

            Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to such person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
such person's heirs, executors and administrators; and empowers the corporation
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145. Section Four of Article IV of
the Registrant's By-Laws provides that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.

            The Registrant also provides liability insurance for its directors
and officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.

            Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its Stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TENTH of the Registrant's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            See Exhibit Index attached hereto.

            The Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes:

                                       1
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                      (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

            Provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by
reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, on June 27, 2002

                                   CITIGROUP INC.

                                   By: /s/ Todd S. Thomson
                                       ------------------------------
                                   Name:    Todd S. Thomson
                                   Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on June 27, 2002.
SIGNATURE                                            TITLE
                  ---------                                            -----
/s/ Sanford I. Weill
    ----------------------------------
              Sanford I. Weill                Chairman, Chief Executive Officer (Principal Executive Officer) and
                                              Director
          /s/ Todd S. Thomson
    ----------------------------------
               Todd S. Thomson                Chief Financial Officer (Principal Financial Officer)

          /s/ William P. Hannon
    ----------------------------------
          William P. Hannon                   Controller (Principal Accounting Officer)

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

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

                      *
    ----------------------------------
            George David                      Director

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

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

                      *

    ----------------------------------
          Alfredo Harp Helu                   Director
*
    ----------------------------------
      Roberto Hernandez Ramirez               Director

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

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

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

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

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

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

                      *
    ----------------------------------
           Robert E. Rubin                    Director

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

                      *
    ----------------------------------
            Arthur Zankel                     Director
*By: /s/ Stephanie B. Mudick
            ----------------------------------
                   Stephanie B. Mudick
                    Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, Citigroup Inc. certifies that it has reasonable grounds to believe it
meets all of the requirements for filings on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 27, 2002.

                                     Citibuilder 401(k) Plan for Puerto Rico

                                     By:  /s/ Michael Schlein
                                          ------------------------------
                                          Michael Schlein
                                          Senior Human Resources Officer,
                                          Citigroup Inc., the Plan Administrator
EXHIBIT INDEX
Exhibit Number                      Description of Document
--------------                      -----------------------
23                              Consent of KPMG LLP

    24                              Powers of Attorney of the directors of the
                                    Registrant.