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) March 2, 2012

Citigroup Inc.

(Exact name of registrant as specified in its charter)

399 Park Avenue, New York, New York 10022

(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:

£ Written communications 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))

Citigroup Inc.

Current Report on Form 8-K

(b) On March 2, 2012, Richard D. Parsons, Chairman of the Board of Directors of Citigroup (the “Board”), and Timothy C. Collins and Alain J.P. Belda, members of the Board, provided notice to the General Counsel and Corporate Secretary that they will not stand for re-election to the Board at Citigroup’s next Annual Meeting of Stockholders, scheduled for April 17, 2012. The Board, consistent with its pre-existing succession planning, intends to select Michael E. O’Neill to succeed Mr. Parsons as Chairman following the stockholder meeting.

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

(d) Exhibits.

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.