8-K

UNITED STATES

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) July 21, 2008

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9924	52-1568099
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Citigroup Inc.

Current Report on Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 21, 2008,Citigroup Inc. announced that Lawrence Ricciardi, the former Senior Vice President, General Counsel, and Advisor to the Chairman of IBM Corporation, had been elected to the Citigroup Board of Directors, effective July 21, 2008.

Mr. Ricciardi will be paid in accordance with the terms described in the section titled "Directors' Compensation" that begins on page 29 of Citigroup’s Proxy Statement that was filed with the Securities and Exchange Commission on March 13, 2008.

A press release announcing the appointment was issued on July 21, 2008, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

On July 22, 2008, Citigroup’s Board of Directors announced the rotation of committee chairs for its Nomination and Governance, Personnel and Compensation, and Audit and Risk Management committees and also made several other committee assignments, including the appointment of Mr. Ricciardi as a member of the Audit and Risk Management Committee. All such changes were effective July 22, 2008.

A press release announcing the committee changes was issued on July 22, 2008, a copy of which is being filed as Exhibit 99.2 to this Form 8-K and which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

99.1	Press Release, dated July 21, 2008, issued by Citigroup Inc.
99.2	Press Release, dated July 22, 2008, issued by Citigroup Inc.

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.

Dated: July 25, 2008	CITIGROUP INC.
	By:	/s/ Michael S. Helfer
	Name:	Michael S. Helfer
	Title:	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number

99.1	Press Release, dated July 21, 2008, issued by Citigroup Inc.
99.2	Press Release, dated July 22, 2008, issued by Citigroup Inc.

EX-99.1

For Immediate Release

Citigroup Inc. (NYSE: C)

July 21, 2008

Lawrence Ricciardi Joins Citi Board of Directors

New York – Citi announced today that Lawrence Ricciardi, 67, the former Senior Vice President, General Counsel, and Advisor to the Chairman of IBM Corporation, has been elected to the Citi Board of Directors. Mr. Ricciardi’s election brings the number of Citi Board members to 15, of whom more than 70% are independent under NYSE rules and Citi’s Corporate Governance Guidelines.

"We are very pleased to welcome Larry, a veteran corporate leader and adviser with extensive experience overseeing turnarounds and deep knowledge of the financial sector," said Vikram Pandit, Chief Executive Officer, Citi. "Larry has a broad range of experience with driving transformational change in large organizations. His perspective and expertise will be invaluable to us as we relentlessly focus on operational excellence, innovation, and optimal client coverage. Larry recognizes the strengths of this company's universal banking model, its unique international footprint, and its talent. I appreciate his commitment to helping us realize Citi's incredible potential."

Mr. Ricciardi served in numerous senior positions at IBM from 1995 to 2002, including Chief Financial Officer. From 1989 to 1995, he served in senior roles at RJR Nabisco Inc., including President, Co-Chairman, and Co-CEO. From 1977 to 1989, Mr. Ricciardi served in senior roles at American Express Co., including Executive Vice President and General Counsel of its Travel Related Services Company. From 1969 to 1973, Mr. Ricciardi served as Counsel to the International Development Agency of the U.S. Department of State and Counsel to the Overseas Private Investment Corporation.

Mr. Ricciardi is a member of the board of directors of Royal Dutch Shell, PLC and is a member, and has served as Chair, of the Audit Committee. He also was a member of the boards of directors of Koninklijke Nederlandsche Petroleum, and Readers Digest Association, where he served at varying times as Lead Director, Chairman of the Audit Committee, Chairman of the Finance Committee, and Chairman of the Governance Committee.

He was awarded a bachelor’s degree in literature from Fordham University in 1962 and a J.D. from Columbia University in 1965.

###

Citi, the leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citi’s major brand names include Citibank, CitiFinancial, Primerica, Smith Barney, Nikko and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Media Contacts:	Christina Pretto	(212) 559-9560
	Michael Hanretta	(212) 559-9466
	Shannon Bell	(212) 793-6206
Investors:	Scott Freidenrich	(212) 559-2718
Fixed Income Investors:	Maurice Raichelson	(212) 559-5091

2

EX-99.2

For Immediate Release

Citigroup Inc. (NYSE: C)

July 22, 2008

Citi Rotates Board Committee Chairs and Membership

- Changes are Part of Periodic Rotations -

New York – Citi’s Board of Directors announced today the rotation of committee chairs for its Nominations and Governance, Personnel and Compensation, and Audit and Risk Management committees. The Board also made several other committee assignments.

As stated in Citi’s Proxy, Corporate Governance Guidelines and committee charters, committee memberships and chairs rotate periodically. Citi believes this process reflects strong corporate governance practices. Earlier this year, the Board indicated rotations would begin in the third quarter of 2008.

The following committee changes are effective immediately:

·   Richard Parsons will Chair the Nominations and Governance Committee and serve as lead director of the Board. Mr. Parsons previously chaired the Personnel and Compensation Committee.

·   Alain Belda will Chair the Personnel and Compensation Committee. Mr. Belda previously chaired the Nominations and Governance Committee and served as lead director.

·   John Deutch will Chair the Audit and Risk Management Committee. Mr. Deutch will continue as Chair of the Audit and Risk Management Corporate Subcommittee. He will also join the Executive Committee.

·   Michael Armstrong, in addition to continuing to serve on the Nominations and Governance Committee and the Executive Committee,willbecome a member of the Personnel and Compensation Committee.

·   Lawrence Ricciardi will become a member of the Audit and Risk Management Committee.

·   All other Board committee assignments remain unchanged.

“Citi’s broad base of exceptional Board talent allows us to rotate assignments periodically and put the extensive experience and insights of our directors to work across all our committees,” said Citi Chairman Sir Win Bischoff. “I want to thank these highly accomplished and actively engaged directors. I look forward to continuing to work with them, along with Vikram and his senior management team, to further strengthen Citi’s balance sheet, enhance risk management and position our company for global growth.”

###

Citi, the leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citi’s major brand names include Citibank, CitiFinancial, Primerica, Smith Barney, Nikko and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Media Contacts:	Christina Pretto	(212) 559-9560
	Michael Hanretta	(212) 559-9466
	Shannon Bell	(212) 793-6206
Investors:	Scott Freidenrich	(212) 559-2718
Fixed Income Investors:	Maurice Raichelson	(212) 559-5091