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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): November 14, 2007

Citigroup Inc.

(Exact name of registrant as specified in its charter)

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

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

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

x Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 Entry Into A Material Definitive Agreement.

On November 14, 2007, Citigroup Inc. (“Citigroup”) announced that Citigroup Japan Holdings Ltd., a wholly owned subsidiary of Citigroup (“Citigroup Japan Holdings”), and Nikko Cordial Corporation (“Nikko Cordial”) have amended and restated the share exchange agreement signed by Citigroup Japan Holdings and Nikko Cordial on October 31, 2007 (as amended and restated, the “Amended Share Exchange Agreement”). Under the terms of the Amended Share Exchange Agreement, Citigroup would exchange shares of Citigroup for all of the issued shares of Nikko Cordial that it does not already own. Subject to the approval by Nikko Cordial shareholders at the extraordinary general meeting of shareholders scheduled for December 19, 2007, the effective date of the share exchange remains as scheduled for January 29, 2008.

Under the terms of the Amended Share Exchange Agreement, which is being filed as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference in its entirety, Citigroup and Nikko Cordial have agreed to remove the collar specifying the minimum average of $37 and maximum average of $58 per Citigroup share for the purposes of calculating the exchange ratio. As a result, the actual number of Citigroup shares to be exchanged for Nikko Cordial shares, based on the same reference price of ¥1,700 per Nikko Cordial share as was included in the original share exchange agreement, will be determined using the average volume-weighted average price of Citigroup shares on the New York Stock Exchange during the period from January 15, 2008 through January 17, 2008 (the “three-day trading period”).

The Amended Share Exchange Agreement will terminate, and the share exchange will not take place, if the average volume-weighted average price of Citigroup shares over the three-day trading period is below $22, unless both Nikko Cordial and Citigroup Japan Holdings agree to proceed with the share exchange by January 21, 2008.

A copy of the press release announcing the amended and restated share exchange agreement is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Share Exchange Agreement, dated November 14, 2007, by and between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation (English Translation).
99.1	Press Release, dated November 14, 2007, 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: November 14, 2007

CITIGROUP INC.
By:	/s/ Michael S. Helfer
Name:	Michael S. Helfer
Title:	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Share Exchange Agreement, dated November 14, 2007, by and between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation (English Translation).
99.1	Press Release, dated November 14, 2007, issued by Citigroup Inc.

EX-2.1

(English Translation)

Exhibit 2.1

Share Exchange Agreement

CITIGROUP JAPAN HOLDINGS LTD., a kabushiki kaisha having its offices at 3-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“CJH”), and NIKKO CORDIAL CORPORATION, a kabushiki kaisha having its offices at 6-5 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo 103-8225, Japan (“NCC”), hereby amend the Share Exchange Agreement as of October 31, 2007 between CJH and NCC (the “Original Agreement”) and execute the following Share Exchange Agreement (hereinafter referred to as the “Agreement”) as of November 14, 2007 (the “Execution Date”). This Agreement shall become effective on the Execution Date and upon the effectiveness of this Agreement the provisions of the Original Agreement shall be superceded in their entirety by the effectiveness of this Agreement. CJH is a wholly owned first-tier subsidiary of Citigroup Inc., a Delaware corporation (“Citigroup”).

Article 1 (Share Exchange)

CJH and NCC shall execute a share-for-share exchange as a result of which CJH shall become the absolute parent company of NCC and NCC shall become a wholly owned subsidiary of CJH (the “Share Exchange”). As a consequence of the Share Exchange, CJH shall acquire the entire issued stock of NCC, except the stock of NCC owned by CJH, in exchange for shares of common stock of Citigroup (the “Citigroup Shares”) in the manner described in Article 2 below.

Article 2 (Shares to be Delivered in Share Exchange and Allotment)

2.1 Upon the execution of the Share Exchange, CJH shall deliver to the shareholders of NCC (including beneficial shareholders, but excluding CJH), as entered or recorded in the shareholders’ register of NCC (hereinafter including the beneficial shareholders’ register) as of the time (the “Reference Time”) immediately preceding the time when CJH acquires the entire issued stock of NCC (except the stock of NCC already owned by CJH), the number of Citigroup Shares obtained by multiplying the total number of shares of common stock of NCC owned by the shareholders of NCC (excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time (“NCC Shares”) by the Exchange Shares. “Exchange Shares” means, with respect to each NCC Share, the number of Citigroup Shares into which such NCC Share will be exchanged, calculated in accordance with the following formula:

Exchange Shares = ¥ 1,700 /((Citigroup Average Price)(Exchange Rate)), where

“Citigroup Average Price” means the average of the volume-weighted average prices per Citigroup Share on the New York Stock Exchange on each of the trading days in the Valuation Period;

“Valuation Period” means the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008, Eastern Standard Time;

“Exchange Rate” means the average of the mean of the exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation), expressed as a number of yen per one U.S. dollar, as of 11:00 a.m. (Tokyo time) on each of the Business Days from January 15, 2008 (inclusive) to January 17, 2008 (inclusive).

“Business Day” means a day on which banks are open for business in both Tokyo, Japan and New York, New York, U.S.A.

Exchange Shares shall be calculated to the extent of thousandths of a Citigroup Share, rounded to the nearest multiple of 0.002 (rounded up in the case of equidistant thousandths numbers).

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2.2 Upon the execution of the Share Exchange, CJH shall allot to each shareholder of NCC (including beneficial shareholders, but excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time a number of Citigroup Shares equal to the product of the Exchange Shares and the number of NCC Shares owned by such shareholder as entered or recorded in the shareholders’ register of NCC as of the Reference Time.

2.3 Notwithstanding the foregoing, if a Capital Transaction occurs as of a record date during or after the Valuation Period but before the Effective Date (as defined in Article 3 below, hereinafter the same shall apply), the Exchange Shares shall be adjusted proportionately to the relevant ratio of such Capital Transaction, and if a Capital Transaction occurs as of a record date during the Valuation Period the volume-weighted average price per Citigroup Share for all trading days within the Valuation Period prior to such record date shall be adjusted proportionately to such relevant ratio, in each case so as to put NCC shareholders in the same position that they would have been in had such Capital Transaction not taken place. A “Capital Transaction” means a stock dividend, stock split, reverse stock split or similar transaction in connection with the Citigroup Shares that would reasonably require an adjustment of the formula set out in Article 2.1 hereof. In addition, if a cash dividend is declared as of a record date during January 2008 before the Effective Date, an appropriate adjustment shall be made to the Exchange Shares to reflect the diminution in value of the Citigroup Shares delivered at the Effective Date as a result of the dividend declaration.

2.4 Notwithstanding the foregoing, if the number of Citigroup Shares that would be delivered to any NCC shareholder upon the Effective Date includes a fraction of less than one, CJH shall deliver to such shareholder an amount of cash (“hasu-choseikin”) equal, rounded as necessary up to the nearest whole yen, to the product of such fraction and the Market Price in lieu of the number of Citigroup Shares equal to such fraction. For the purpose of this paragraph, “Market Price” shall mean the price per Citigroup Share in the last sales transaction which is made one day prior to the day immediately before the Effective Date (US Eastern Standard Time) on the New York Stock Exchange, converted into Japanese yen, rounded as necessary up to the nearest whole yen, at the mean of the last exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted immediately before the Effective Date by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation).

Article 3 (Effective Date)

The date on which the Share Exchange shall become effective (hereinafter referred to as the “Effective Date”) shall be January 29, 2008.

Article 4 (General Meeting for Approval of the Share Exchange)

4.1 NCC shall convene an extraordinary general meeting of shareholders, scheduled to be held on December 19, 2007 (the “Shareholders Meeting”), and submit an agenda at the Shareholders Meeting permitting a vote on this Agreement and the resolution of any matters which shall be necessary to execute the Share Exchange, provided, however, that such schedule may be modified upon consultation and agreement between CJH and NCC in the event such modification is necessary under the applicable procedural requirements for the Share Exchange or other reasons.

4.2 CJH shall convene and seek its shareholder’s approval of the Share Exchange at an extraordinary general meeting of shareholders of CJH scheduled to be held prior to the Effective Date. CJH represents and warrants to NCC that Citigroup, its sole shareholder, has agreed to vote in favor of the Share Exchange at such meeting.

Article 5 (Limitation on Distribution of Surplus)

NCC shall not declare or pay any dividend on the NCC Shares, after the dividend for the quarter ended September 30, 2007, while the transactions contemplated by this Agreement are pending. The parties acknowledge that those who received Citigroup Shares in the Share Exchange and keep holding them will be entitled to receive dividends declared on the Citigroup Shares as of any record date after the Effective Date.

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Article 6 (Management of Company Property, etc.)

6.1 From the date of this Agreement to the Effective Date, NCC shall conduct its business and manage and operate its property with the duty of care and diligence of a good manager, in accordance with its ordinary and usual practice, and in substantially the same manner as customarily conducted, and if NCC intends to engage in any course of action which may have a material impact on its property, rights or obligations, such course of action may only be performed after consultation with CJH and having received its consent thereto. From the date of this Agreement to the Effective Date, NCC shall not issue or allot any new NCC Shares or share purchase warrants (shinkabu yoyaku-ken) or dispose of any treasury shares or share purchase warrants unless required by law or the terms of NCC share purchase warrants (shinkabu-yoyaku-ken) or rights to purchase shares (shinkabu-hikiuke-ken), or split its shares.

6.2 From the date of this Agreement to the Effective Date, CJH shall conduct its business and manage and operate its property in such a manner as will not in any way interfere with its ability to consummate the Share Exchange and fulfill its other obligations under this Agreement. CJH represents and warrants that as of the Effective Date it will own beneficially and of record sufficient Citigroup Shares, without any security interests or other encumbrances, to deliver all Citigroup Shares to be issued in the Share Exchange in accordance with Article 2.1.

6.3 With respect to the starting date of maintenance of absorbing merger agreement and others (kyushugappei-keiyaku-to bichikaishi-bi), NCC shall cause Article 782, Paragraph 2, Item 1 of the Corporate Law to apply to the Share Exchange unless otherwise agreed between CJH and NCC.

Article 7 (Termination of Agreement)

7.1 Upon the occurrence of any material event beyond the reasonable control of either party hereto that makes the completion of the Share Exchange impossible or impracticable, this Agreement may be modified or terminated upon mutual written agreement of both parties hereto after mutual consultation.

7.2 If after November 14, 2007 there has been a change or event that has had, or is reasonably likely to have, a material adverse effect on the business, financial condition or results of operations of NCC and its subsidiaries, taken as a whole, excluding changes in economic conditions affecting market participants generally, CJH and NCC may modify the terms and conditions of the Share Exchange upon consultation and mutual agreement or CJH may terminate this Agreement by written notice to NCC; provided that if the convocation notice for the Shareholders Meeting has been sent to NCC shareholders, any modifications shall either (x) be to the extent permitted without sending a new convocation notice or (y) require the transmittal of a new convocation notice reflecting such modifications.

7.3 If the Citigroup Average Price is below $22 (adjusted, if applicable, for any Capital Transaction), this Agreement shall terminate as of January 22, 2008 unless CJH and NCC agree otherwise and publicly announce that agreement on or before January 21, 2008.

Article 8 (Effectiveness of this Agreement)

This Agreement shall become null and void in the event that the approval of the Share Exchange by the Shareholders Meeting or the competent authorities as required by applicable laws and regulations is not obtained, and the Share Exchange has not occurred, by April 28, 2008.

Article 9 (Consultation)

Except as provided in this Agreement, any matter which is necessary for the execution of the Share Exchange shall be determined through consultation and agreement between CJH and NCC consistent with the purpose and intent of this Agreement.

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Article 10 (Governing Law)

This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, two original copies of this Agreement have been prepared, and after affixing their seals on the date first written above, each party shall retain one copy.

CJH:	CITIGROUP JAPAN HOLDINGS LTD.
	Douglas L. Peterson
	Representative Director & CEO
NCC:	NIKKO CORDIAL CORPORATION
	Shoji Kuwashima
	Representative Executive Officer, President & CEO

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Citigroup Inc. (NYSE: C; TSE: 8710)

November 14, 2007

Citi and Nikko Cordial Amend Definitive Share Exchange Agreement

Tokyo / New York – Citi announced today that Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation have amended the definitive share exchange agreement signed by Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation on October 31, 2007, under which Citi would exchange all issued shares of Nikko Cordial that Citi does not already own for shares of Citigroup, Inc.

Citi reiterated that through the share exchange and the subsequent ownership of all of the common stock of Nikko Cordial, Citi will further strengthen its comprehensive strategic alliance with Nikko Cordial and accelerate its growth in Japan, an important part of the company’s global growth strategy. The alliance is based on the complementary capabilities of Citi and Nikko, with the goal of becoming the leading comprehensive banking and securities group in Japan.

Citi and Nikko Cordial have agreed that:

• The parties to the share exchange agreement will eliminate the collar specifying the minimum average of $37.00 and maximum average of $58.00 per Citi share for exchange ratio calculation purposes. As a result, under the revised exchange agreement, the actual number of Citi shares to be exchanged for Nikko Cordial shares, based on a reference price of ¥1,700 per Nikko Cordial share, will be determined using the average volume-weighted average price of Citi shares on the New York Stock Exchange during the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008.

• The previous termination clause will be replaced by a provision whereby the share exchange agreement would be terminated, and the share exchange would not take place, if the average volume-weighted average price of Citi shares over the three-day trading period is below $22, unless both Nikko Cordial and Citigroup Japan Holdings agree to proceed with the share exchange by January 21, 2008.

The revised arrangement was agreed to by Citi to ensure the share exchange transaction proceeds smoothly in light of changes in global financial markets since the announcement of the share exchange on October 2, 2007. This approach is consistent with Citi’s previously stated objective of limiting the exposure of Nikko Cordial shareholders to Citi share price volatility and foreign exchange rate risk during the period from the announcement of the transaction to the determination of the exchange ratio. In view of the elimination of the collar, Citi requested the termination clause to limit potential dilution, and in return, Nikko stipulated that Citi lower the termination level significantly to increase certainty of transaction completion for the benefit of Nikko’s shareholders.

The amended agreement is not expected to affect the timing of the closing of the transaction, which is scheduled to occur in January 2008. Based on Citi’s current share price, the amended share exchange is expected to be neutral to earnings in 2008 and accretive thereafter.

Important Notice

This press release is for informational purposes only and does not constitute an offer of any Citigroup or other securities or a solicitation of a proxy in relation to the share exchange. In connection with the share exchange, Citigroup has filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4. Shareholders of Nikko Cordial are urged to read the prospectus included within the registration statement, because it contains important information. Shareholders will be able to obtain a free copy of the prospectus, as well as other information about Citigroup, without charge, at the Securities and Exchange Commission website (http://www.sec.gov). Copies of the prospectus and the filings with the Securities and Exchange Commission that are incorporated by reference in the prospectus can also be obtained, without charge, from Citigroup Document Services at 877 936 2737 inside the United States (outside the United States at 718 765 6514), by e-mailing a request to docserve@citigroup.com, or by writing to: Citigroup Document Services, 140 58th Street, Suite 8G, Brooklyn, NY 11220.

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Media:		Investors:
In Japan		Equity Investors
Corporate Affairs	81-3-5223-8699	Arthur Tildesley	1-212-559-2718
In New York		Fixed Income Investors
Christina Pretto	1-212-559-9560	Maurice Raichelson	1-212-559-5091
Michael Hanretta	1-212-559-9466

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 brands include Citibank, CitiFinancial, Primerica, Smith Barney and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Citigroup’s filings with the Securities and Exchange Commission.

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