SecProbe.io

September 26, 2007
 Mail Stop 4563
By U.S. Mail and facsimile to (212) 793-5300

Charles Prince Chief Executive Officer Citigroup Inc. 399 Park Avenue  New York, NY 10043
Re:  Citigroup Inc.  Definitive 14A   Filed March 13, 2007
File No. 01-9924
 Dear Mr. Prince:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply.
Please understand that after our review of all of your responses, we may raise additional
comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.    Certain Transactions and Relationships, page 10

1. Please indicate that loans that Officers and Directors have with Citigroup’s

Charles Prince, Chief Executive Officer
Citigroup Inc.
September 26, 2007 Page 2
banking subsidiaries were on the same terms, including interest rates and collateral as those prevailing for other persons not related to the lender, or provide
the information required by Item 404(a).  Pl ease refer to Instru ction 4(c) (ii) to
Item 404(a) of Regulation S-K.
 Committees of the Board of Directors; Pe rsonnel and Compensation Committee, page 27

2. Please discuss the Compensation Committee’ s engagement of outside advisors.
In particular, please discuss the material el ements of the instructions given to the
consultants and the nature a nd scope of the advisor’s assignments.  Please refer to
Item 407(e)(3)(iii) of Regulation S-K.
 Compensation Discussion and Analysis, page 36

3. You discuss the measures of corporat e performance which the Compensation
Committee considers in making grants of equity and non-equity compensation to
the Named Executive officers.  It appears th at Citigroup met most if not all of the
performance targets that the Committee considered in making grants under the incentive plan and yet the awards paid for that performance were less than the
maximum award available.  Please disc lose the relevant factors that the
Committee considered, including any discre tion that the committee exercised in
determining the size of the awards made  to the named executives, and how those
factors affected the awards made under  the program.  Please refer to Item
402(b)(1)(v) and 402(b)(2)(v, vi and vii).
4. There appear to be material differences  in the compensation packages for Mr.
Price, Mr. Rubin and Mr. Druskin, which are significantly higher than the amounts paid to the other named executive officers.  Please discuss any material differences in the compensation programs for the different named executives and discuss the reasons for material differe nces in the pay amounts of the various
named executive officers.   Please re fer to Section II(b)(1) of Commission
Release 33-8732A and also refer to Item 402(b)(2)(viii) of Regulation S-K.

Benchmarking, page 38

5. You discuss the peer companies’ whose compensation programs the Committee
considers in evaluating compensation a nd corporate performance of the named
executive officers.  Please discuss, in greater detail, how the Committee uses the
information from the benchmarked co mpanies, including any instance the
information regarding the performance or pa y practices of the pe er group directly
affected the Committee’s compensation award determination for the named executive officers.

Charles Prince, Chief Executive Officer
Citigroup Inc.
September 26, 2007 Page 3  Awards Made By Committee, page 40

6. Please clarify how the Committee valued th e stock awards that are discussed in
your alternative presentation.  For exampl e, do these values represent the grant
date fair value of the awards?
7. You disclose that the Comp ensation Committee did not c onsider the value of the
reload stock options as compensa tion for 2006.  Please explain why the
Committee does not view reload options as compensation.
Potential Payments Upon Termination or Change in Control, page 57
8. On page 60, you discuss the effect of a change in control on the named executives’ equity compensation, through th e provisions of Citigroup’s equity
compensation plans.  Please revise this se ction to describe the events which would
give rise to the change in control provisi ons of these plans.  Also, since one of the
possible actions which the Committee could choose in the event of a change in
control would be acceleration of vesting, plea se quantitatively value the effect of
an acceleration of vesting upon the equity payments available to the named executives.  Please refer to Item 402( j) of Regulation S-K and to Section
II(C)(1)(c) of Release 33-8732.
9. You refer the reader back to the Outsta nding Equity Awards at Year End table to
determine the amount of options wh ich will vest on schedule for named
executives who meet the Rule of 75 and th e Rule of 60.   While Item 402(j) of
Regulation S-K permits companies to refer to the Pension and Deferred
Compensation tables, it is silent as to  references to the Outstanding Equity
Awards table.  Provide a quantitative valuation of the restricted shares which will vest upon the termination of the named executives.
10. Please discuss and explain how the company arrived at the struct ure of the change
in control and any other agreements or  policies which govern post-termination
payments.  In particular, please discuss the extent to which the terms were the
result of negotiations or were the resu lt of an evaluation of similar benefits
provided by peer companies.  Please refer to Item 402(j) and Item 402(b)(1)(v) of Regulation S-K.
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Charles Prince, Chief Executive Officer
Citigroup Inc. September 26, 2007 Page 4  management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3419 with any questions.

Sincerely,

 Christian N. Windsor Special Counsel
 CC: Michael Helfer  Corporate Secretary