8-K

                       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): October 8, 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)



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


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

                 Travelers Group Inc.
                 388 Greenwich Street, New York, New York  10013
                 (Former name and address)





Item 2.    Acquisition or Disposition of Assets.

         At 12:01 a.m., Eastern time, on October 8, 1998 (the "Effective 
Time"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), 
dated as of April 5, 1998, between Travelers Group Inc., a Delaware 
corporation ("Citigroup" or the "Company") and Citicorp, a Delaware 
corporation, as modified, Citicorp merged with and into Citi Merger Sub Inc. 
(the "Subsidiary"), a Delaware corporation and a wholly owned subsidiary of 
the Company (the "Merger"). In connection with the Merger, the Subsidiary, 
which continued as the surviving corporation in the Merger, changed its name 
to Citicorp, and the Company changed its name to Citigroup Inc. The Merger 
was a tax-free exchange.

         As a result of the Merger, (i) each issued and outstanding share of
common stock, par value $1.00 per share, of Citicorp ("Citicorp Common Stock")
was converted into the right to receive 2.5 shares of common stock, par value
$.01 per share, of Citigroup ("Citigroup Common Stock"), with cash being paid in
lieu of fractional shares of Citigroup Common Stock, and (ii) each issued and
outstanding share of preferred stock, without par value, of Citicorp ("Citicorp
Preferred Stock"), of the series identified in the left-handed column below was
converted into the right to receive one share of preferred stock, par value
$1.00 per share, of Citigroup ("Citigroup Preferred Stock"), of the
corresponding series identified in the right-hand column below:




            Series of Citicorp Preferred Stock                        Series of Citigroup Preferred Stock
            ----------------------------------                                 Issued in Exchange
                                                                      -----------------------------------
                                                         
Graduated Rate Cumulative Preferred Stock,                  Graduated Rate Cumulative Preferred Stock, 
Series 8B                                                   Series O

Adjustable Rate Cumulative Preferred Stock,                 Adjustable Rate Cumulative Preferred Stock, 
Series 18                                                   Series Q

Adjustable Rate Cumulative Preferred Stock,                 Adjustable Rate Cumulative Preferred Stock, 
Series 19                                                   Series R

8.30% Noncumulative Preferred Stock,                        8.30% Noncumulative Preferred Stock,
Series 20                                                   Series S

8 1/2%  Noncumulative Preferred Stock,                      8 1/2%  Noncumulative Preferred Stock,
Series 21                                                   Series T

7 3/4% Cumulative Preferred Stock, Series 22                7 3/4% Cumulative Preferred Stock, Series U

Fixed/Adjustable Rate Cumulative Preferred                  Fixed/Adjustable Rate Cumulative Preferred 
Stock, Series 23                                            Stock, Series V



         Each share of each series of Citigroup Preferred Stock identified
above, other than the Citigroup Series O Preferred Stock, will be represented by
depositary shares, each representing a one-tenth interest in a share of the
corresponding series of Citigroup Preferred Stock.

         As of the Effective Time, the following persons have been elected as
the directors of Citigroup: C. Michael Armstrong, Judith Arron, Alain J.P.
Belda, Kenneth J. Bialkin, Kenneth T. Derr, John M. Deutch, Ann Dibble Jordan,
Reuben Mark, Michael T. Masin, Dudley C. Mecum, Richard D. Parsons, Andrall E.
Pearson, John S. Reed, Robert B. Shapiro, Franklin A. Thomas, 


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Sanford I. Weill, Edgar S. Woolard, Jr. and Arthur Zankel.


Item 5.  Other Events.

         Historical financial information of Citicorp and its subsidiaries 
has previously been filed with the Company's current reports on Form 8-K 
dated April 8, 1998 and August 18, 1998.

         On October 8, 1998, the Company issued a press release, a copy of 
which is annexed hereto as Exhibit 99.01 and incorporated herein by reference.

         Certain of the statements contained in the press release 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," "are likely 
to be," and similar expressions. These forward-looking statements involve 
risks and uncertainties including, but not limited to, the following: changes 
in general economic conditions, including the performance of financial markets 
and interest rates; customer responsiveness to both new products and 
distribution channels; and competitive, regulatory, or tax changes that 
affect the cost of or demand for the Company's products.

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


         (c)       Exhibits:

Exhibit No.          Description

99.01    Press Release dated October 8, 1998



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                                    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.



                                         CITIGROUP INC.
                                         (Registrant)



                                         By: /s/ William T. Bozarth
                                            ----------------------------------
                                         Name: William T. Bozarth
                                         Title: Vice President



Dated: October 8, 1998




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EX-99.01

                                                                EXHIBIT 99.01


                                                       [CITIGROUP LOGO]


PUBLIC INFORMATION

For Immediate Release

October 8, 1998



                    CITIGROUP (CCI) TO BEGIN TRADING TODAY,
        FOLLOWING COMPLETION OF MERGER OF CITICORP AND TRAVELERS GROUP

  COMPANY DISCLOSES IMPACT OF ECONOMIC TURBULENCE ON THIRD QUARTER EARNINGS


     New York--Common shares of Citigroup Inc. (NYSE: CCI) begin trading 
today with the merger of Citicorp and Travelers Group Inc. taking effect 
before the opening of business.

     "The new company has an unparalleled capacity to serve the financial 
needs of customers around the world with a broad array of products and 
services through multiple distribution channels," said John S. Reed and 
Sanford I. Weill, who share duties as Chairmen, in a statement on the 
completion of the merger. "The recent economic turbulence in the world 
further underscores our shared conviction in the strategic rationale of the 
merger."

     "Today major financial companies need not only customer, product and 
geographic diversity but also unprecedented capital strength to deal with the 
economic upheavals that can occur. Citigroup is unmatched in possessing all 
these resources, including $44 billion of stockholders' equity. They are the 
cornerstone of our stability and reliability for customers around the world. 
They also enable us to deliver exceptional value to shareholders over time." 
their statement continued.

     The Chairmen said that conditions in financial markets would cause a 
decline in the new company's combined net income for the 1998 third quarter, 
to be reported later in the month. They said that results would be better 
than last year for the Citibank consumer business and the Travelers Group 
insurance and consumer activities, reflecting continued strength in those 
areas as well as in Asset Management. But, they noted, the almost 
unprecedented instability of global fixed income and emerging markets had a 
severe effect on both Salomon Smith Barney and Citibank's corporate banking 
activities in the quarter.

     The merged company, they estimated, will have net income of 
approximately $700 million for the 1998 third quarter, compared with pro 
forma net income in the same 1997 quarter of $1.5 billion ($2.1 billion 
excluding a 1997 restructuring charge) for the two predecessor companies.


                                    -more-



CITIGROUP (CCI) TRADING BEGINS                                OCTOBER 8, 1998

     Among the factors affecting earnings in the quarter, they cited:

     --Salomon Smith Barney will report a net loss in the quarter of 
       approximately $325 million, reflecting after-tax losses of 
       approximately $700 million related to Global Arbitrage and Russia
       credit losses, which includes amounts previously announced.

     --Citibank's corporate banking will report a net loss of approximately 
       $130 million largely due to approximately $240 million in after-tax 
       losses related to Russia, which includes amounts previously announced,
       as well as approximately $100 million related to marking to market 
       fixed income inventories. Revenues understandably were also running
       lower than normal. Venture capital and the sale of Brady bonds, which
       have contributed significantly in past quarters, were essentially
       break-even.

     They also noted that the unrealized appreciation in the Travelers 
Insurance portfolio increased to approximately $2 billion after taxes in the 
quarter.

     The Chairmen indicated: "Our focus is on bringing the two companies and 
their managements together around a fully integrated 1999 business plan. On a 
preliminary basis--subject to all the uncertainties  of market conditions--we 
expect 1999 core business results to be substantially above the pro forma 
actuals for both 1998 and 1997, driven by strong performance in the consumer 
and insurance franchises. The corporate businesses are likely to be operating 
in choppy conditions, but their core franchises remain strong. "We will 
continue to reduce risk and associated assets as appropriate, but to stay in 
positions that represent good value in these markets as we work to integrate 
the organizations."

     "Because the near-term economic outlook remains uncertain and third 
quarter results are disappointing, the path we must take is clear," they 
said. "We will expand our reach and increase our efforts to serve our 
customers better by taking every opportunity to cross-market products and 
services throughout our distribution networks. We will continue to build 
those businesses that provide our company with a stream of predictable and 
recurring earnings, to mitigate the effects of the inevitable business cycles 
and geographic disruptions. We will also manage our risk vigilantly on a 
worldwide basis and strengthen control of operating expense, so that we 
deliver on the promise of the unique global franchise that is Citigroup. We 
are convinced that its value and power will become increasingly evident," 
they stated.

     The Chairmen added they would recommend to the Citigroup directors, who 
will hold their first meeting on October 20, that they declare an initial 
quarterly dividend of $0.18 per common share to be paid in November ($0.72 on 
an annual basis).


                                    -more-


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CITIGROUP (CCI) TRADING BEGINS                                OCTOBER 8, 1998


          The common shares of Citigroup will trade on the New York and 
Pacific Stock Exchanges. As a result of the merger, Citicorp shares are 
converted into Citigroup shares at the ratio of 2-1/2 Citigroup shares for 
each Citicorp share; each Travelers Group share equals one Citigroup share.

          Citigroup businesses produce a broad range of financial services --
asset management, banking and consumer finance, credit and charge cards, 
insurance, investments, investment banking and trading -- and use diverse 
channels to make them available to consumer and corporate customers around 
the world. Among its businesses are Citibank, Commercial Credit, Primerica 
Financial Services, Salomon Smith Barney, Salomon Smith Barney Asset 
Management, Travelers Life & Annuity, and Travelers Property Casualty.

          The merger followed approval by the Board of Governors of the 
Federal Reserve System, as well as approvals by relevant banking, insurance, 
and other regulatory authorities and approvals by the stockholders of both 
companies.

                                     # # #

         Media contacts:         Jack Morris     (212) 559-4285
                                 Dick Howe       (212) 559-9425

         Investor contacts:      Bill Pike       (212) 816-8874
                                 Sheri Ptashek   (212) 559-4658






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