SecProbe.io

Mail Stop 4561
October 23, 2007

By U.S. Mail and facsimile to (212) 793-0408.

Gary Crittenden Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043
Re: Citigroup, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
 Filed February 23, 2007  File No. 001-09924
 Dear Mr. Crittenden:
 We have reviewed your response filed with the Commission on August 20, 2007
and have the following additional comments.  Where indicated, we think you should revise your document in response to this comm ent in future filings and provide us with
your proposed disclosures.  If you disagree, we  will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.  We welcome any questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.
 Selected Revenue and Expense Items

U.S. Consumer Lending, page 26

1. We note your response to our prior comment  2 in our letter dated July 3, 2007 in
which you state that you did not disclo se the amount of mortgage backed
securities and residual in terests collateralized by non-prime mortgages held by
U.S. Consumer due to immateriality.   From your disclosures in your Forms 8-K
filed on October 15, 2007 and October 1, 2007, it appears that you do have a material exposure to non-prime instrume nts as these instruments caused you to

Gary Crittenden
Citigroup, Inc.
October 23, 2007 Page 2
record a $1.56 billion loss in  the third quarter.  Please revise to disclose the
specific amount of your exposure to these t ypes of instruments.  Please separately
quantify the amount of exposure related to loans held for investment, loans held
for sale, investments held as a result of  securitizations, and any other types of
instruments you may hold for each segment in which you have exposure.  Quantify the amount of non-prime lo ans you hold in your loan warehousing
facility at each period end.

Off Balance Sheet Arrangements, page 92

2. Please tell us whether you are providi ng any support to your off-balance sheet
entities that is different than what you are contractually committed to.  If so, please tell us and disclose the nature of this additional support and tell us whether
you considered this a reconsideration event for purposes of your FIN 46R
analysis.  If not, why not?
 Note 4.  Business Segments, page 120

 3. We note your response to our prior comment 4 in our letter dated July 3, 2007.
We also note your disclosures made in Citigroup’s 2006 Form 10-K referenced in your response.  Your measures of Return  on Risk Capital and Return on Invested
Capital constitute non-GAAP measures as defined by Item 10(e) of Regulation S-
X.  These measures are exempted from  the non-GAAP disclosures if they are
considered measures of prof it or loss reported to the chief decision maker and are
disclosed in your financial statements pur suant to the requirem ents of SFAS 131.
Therefore, please revise to present th ese measures in your audited financial
statement footnotes as a part of your  segment disclosures under SFAS 131.
Alternatively, please provide the non-GAAP disclosures required by Item 10(e) of
Regulation S-X.

Note 23, Derivative Activities, page 148

Off Balance Sheet Arrangements, page 92
 4. We note that you use the matched terms method of assessing hedge effectiveness
for certain of your cash flow hedges.  In light of all of the terms that you state
must exactly match, and th e fact that you do not speci fically exclude any terms
from consideration when applying the matched terms method, please tell us whether these relationships e ither (a) do not qualify for the shortcut method, or (b)
they could qualify for the shortcut met hod, but you have not elected to use that
approach.  If (a) is true, please tell us which requireme nt(s) of the shortcut method
were not met.

Gary Crittenden
Citigroup, Inc.
October 23, 2007 Page 3  5. Please refer to our prior comment 5 in our letter dated July 3,  2007.  We note that
you consider the regression outputs of r and r
2 and r when determining whether
your hedges were effective for the floating rate available-for-sal e debt securities
and held for sale mortgage loans, re spectively.  Please tell us why you do not
include slope and T-test in your assessmen t of hedge effectiveness.  Additionally,
please tell us the software you use to  obtain the regression outputs for your
analysis.  Refer to the speech given by John James at the 2003 Thirty-First AICPA National Conference on Current SE C Developments, which highlighted
the minimum number of measures a company should consider if they were using a statistical technique to  assess effectiveness.
 6. Please refer to our prior comment 5 in our letter dated July 3,  2007.  Please clarify
what you mean when you state that r
2 is the “primary consideration” in your
hedge effectiveness testing and that  you do not specifically exclude any
regression outputs from consideration.  For example, tell us whether based on
your methodology you could pass the r2 test and fail the slope or T-test and still
conclude that the hedge is highly effective.
 7. Please refer to our prior comments 6 and 7 in our letter dated July 3, 2007.  The
information you provided in your respons e relates only to December 31, 2006 and
March 31, 2007.  Please provide the informa tion requested for all reported periods
contained in your Form 10-K.  Further,  please tell us the specific hedging
strategies in existence du ring all reported periods for which you changed your
method of assessing hedge effectiveness.
 8. We have reviewed your response to prior comment 7 from our letter dated July 3,
2007.  Please provide us with the followi ng additional information to help us
understand your hedge accounting process in more detail:

• Describe the specific consideratio ns each segment would make in
determining whether it should enter into a derivative instrument directly with
an external counterparty or through a trad ing desk.  For example, in all cases
would the segment enter into a derivative transaction with the trading desk if
the pricing was cheaper as compared to a third party, or do other factors come into play?

• Describe in detail how the internal trading desk obtains an order for an
external derivative hedging instrument  with terms matching that of the
internal derivative, including a disc ussion of the time period involved in
obtaining the matching external derivative.

• Tell us whether cash is exchanged with  (either exchanged or received) the
external counterparty to compensate for any market rate movements between
the time the internal swap and matching trade are executed.

Gary Crittenden
Citigroup, Inc.
October 23, 2007 Page 4
• In cases where the segment enters into a derivative transaction with the
internal trading desk, tell us whether the internal trading desk receives a
dealer profit for executing a trade with an external counterparty on behalf of
the segment or if it passes along the external derivative to the hedging
segment at market price.

• If the internal trading desk receives a d ealer profit, tell us how that profit is
accounted for in the consolidated financial statement.

• Tell us whether you have ever used th e shortcut method of accounting for
these hedging relationships.

• Tell us how you assess hedge effect iveness for these hedges.

9. Please refer to our previous comment 8 in our letter dated July 3, 2007.  Please tell us which hedging strategies you are no longer using the short cut method to
assess hedge effectiveness, and the reasons for the change in effectiveness assessment methodology.
 10. Please refer to our previous comment 8 in our letter dated July 3, 2007.  Please tell us how you concluded it was appropria te to use the critical terms match
strategy for your hedges of forecasted issuan ce (rollover) of fixed rate short term
liabilities.  Please provide sample documentation for this hedging relationship.
 11. Please provide us with the following addi tional information regarding the use of
the critical terms match approach for your  hedges of the benchmark interest rate
on the forecasted issuance (rollover) of  fixed rate short-term liabilities:

• Tell us the specific types of short-te rm liabilities you hedge using this
strategy.

• Tell us whether the group of liabilities that is being hedged in this rollover
strategy has the exact same interest rate reset dates and maturity dates.

• Confirm that when you state that the critical terms “match,” your policy
requires the terms to “exactly match.”

12. For your rollover hedges of forecasted issu ances, please tell us the period over
which your forecasted issuances are expected to occur.
 13. Please tell us the impact of the guida nce from the March 2007 EITF meeting on
Citigroup’s accounting for your critical terms matched hedging strategies.

Gary Crittenden
Citigroup, Inc.
October 23, 2007 Page 5  14. Please tell us if DIG Issue G2 is applied to situations where the gross purchase of
the product with the derivative itself does not occur.   Specifically, please tell us
whether there are any circumstances wher e the product is actually purchased in
the market and the derivative is net settled.
 15. Please refer to our previous comment 10 in our letter dated July 3, 2007.  Please
tell us if you have had any change in  methodology from using DIG Issue H8 since
January 1, 2004.  Additionally, please tell us whether you have ever been required
to redesignate the derivative, and if  so, the circumstances surrounding such
instances.
 16. Please refer to our previous comment 11 in our letter dated July 3, 2007.  Given
your daily assessment period for certain of your hedges of changes in fair value of
fixed rate debt due to changes in benc hmark interest rate, it is unclear how you
have concluded that hedge accounting coul d continue to be applied on the days
that the dollar-offset ratio calculated for th e retrospective test falls outside the 80-
125% range.  Furthermore, it is unclear as to how you concluded that you could
continue to support hedge accounting on t hose days simply because the dollar
offset ratio proves effective in subseque nt daily retrospective assessments and
continues to be expected to be effectiv e in prospective assessment.  Specifically,
tell us your basis in the accounting l iterature to support this conclusion.
 17. Please refer to our previous comment 11 in our letter date d July 3, 2007.  As
previously requested, please provide the following information:

• Please tell us each critical term of both the hedging instrument and the
hedged item, including the timing of settlement payments, and,

• If the settlement dates of the hedged item and the hedging instrument
differ by  greater than one month, please tell us the following:

o Whether you have performed an analysis of your existing
critical-terms-match hedging relationships;
o Whether you have confirmed the reasonableness of your original
assessments that the hedging relati onship is highly effective, and
that any ineffectiveness is de minimis; and,
o Whether you have made a quantitative assessment to determine
that ineffectiveness has been de minimis.
Additionally, please tell us what you mean when you say that you do not
“specifically exclude” any terms from c onsideration in the application of the
matched terms method.

Gary Crittenden
Citigroup, Inc.
October 23, 2007 Page 6   18. Please tell us whether you have any hedging relationships where you are hedging
interest rate risk for the forecasted is suances of deposit products arising from a
rollover strategy, consistent with the strategy outlined in DIG Issue G19 and
G26.  Specifically, tell us whether this st rategy is applied to any deposit products,
such as money market accounts or sweep accounts.  If so, please tell us how you concluded that these products qualified fo r benchmark interest rate hedging given
the restriction in paragraph 29(h) of SFAS 133.
 General

19. Please tell us whether you changed the method in which you were valuing any of
your financial instruments duri ng the quarter as compared to  the prior quarter.  If
so, please tell us the following:

• Why you changed your va luation methodology;

• A description of the method used historically;

• A description of the method used during the current period;

• Whether you would have obtained significantly different results had you
continued to use the same methodology historically used.

Form 10-Q for the period ended June 30, 2007
 Consolidated Financial Statements

 Note 7.  Restructuring, page 57

 20. Please refer to our previous comment 12 in our letter dated July 3, 2007.  We note
your disclosures provided in your Form 10-Q regarding the restructuring charge.  Please confirm whether the allocated am ounts are included in the respective line
items within your results of operations and in your presen ted measures of profit or
loss for each segment.  If not, please di sclose why not.  Alternatively, please
revise to include such amounts in your segment disclosures.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a cover letter that keys your response to
our comments, indicates your inte nt to include the requested revisions in future filings
and provides any requested supplemental in formation.  Please provide us with your

Gary Crittenden
Citigroup, Inc. October 23, 2007 Page 7  proposed disclosures.  Please understand that  we may have additional comments after
reviewing your responses to our comments.
You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3494 if
you have questions.

Sincerely,    Kevin W. Vaughn Branch Chief