SecProbe.io

Mail Stop 4561
January 22, 2008

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 Form 10-Q for the Period Ended September 30, 2007
 File No. 001-09924
 Dear Mr. Crittenden:
 We have reviewed your response filed with the Commission on December 14,
2007 and have the following additional co mments.  Where indicated, we think you
should revise your document in response to thes e comments in future filings and provide
us with your proposed disclosures.  If you di sagree, 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.  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.

Form 10-K

Note 4.  Business Segments, page 120

1. We note your response to our prior comme nt 3 in your letter dated December 14,
2007.  Please address the following:

• In footnote 6 to the table on page 3, and in numerous other similar tables
throughout Management’s Discussion and Analysis, define Return on Risk
Capital as annualized inco me from continuing operations divided by average
risk capital.  Therefore, it appears that the most analogous GAAP measure is
Return on GAAP Capital, and that your calculation of Return on Risk Capital

Gary Crittenden
Citigroup, Inc.
January 22, 2008 Page 2
can be reconciled to that measure.  Please revise your disclo sures to reconcile
the amounts adjusted from your GAAP capita l to arrive at your Risk Capital
figure, or provide additional informati on as to why you are unable to do so.

• Similarly, in footnote 6 to the table on  page 3, and in numerous other similar
tables throughout Management’s Discu ssion and Analysis, you define Return
on Invested Capital as income adjusted  to exclude a net internal charge
Citigroup levies on the goodwill and intang ible assets of each business offset
by each business’ share of the rebate  of the goodwill and intangible asset
charge.  Therefore, it appears that the most analogous GAAP measure is Return on GAAP Capital.  Therefore,  please revise your disclosures to
reconcile the amounts adjusted fr om both your GAAP income and your
GAAP capital.
 Note 23, Derivative Activities, page 148

 2. Please refer to our previous comments 5 and 6 in our lette r dated October 23,
2007 and tell us the followi ng additional information:

• For the floating rate available-for-sale debt securities hedging relationship for
which you considered only r and r
2, please tell us specifically if you believe
you would have passed the slope and t-te st if you had considered them as a
part of your hedge effectiv eness assessment methodology.

• If so, tell us the basis for this conclusion.

• If you do not have reason to believe you would have passed the slope and t-
test for these hedge relationships, pl ease tell us whether you believe the
impact of not applying hedge accounti ng for these hedges would have been
material to the annual and quarterly pe riods for the last three years.

• In the future, please include these outputs in evaluating each hedging
relationship for which you use the regression analysis method of hedge
effectiveness assessment.
 3. Please address the following regarding your  response to prior comment 8 from
your letter dated December 14, 2007:
• It is not clear from your response to  the bullet regarding your accounting for
any dealer profit received whether th e dealer profit is eliminated in
consolidation for income statement pur poses.  Please explain whether the
limitations you described are purely geogr aphical in nature or may result in
double-counting on the income statement.   To the extent the latter situation
is true, please tell us how you conclu ded the impact is immaterial to the
annual and quarterly periods dur ing the last three years.

Gary Crittenden
Citigroup, Inc.
January 22, 2008 Page 3

• To the extent you historically applied, or currently apply, the shortcut method
to any relationship where cash is receiv ed or exchanged with an external
counterparty, or where you recognize a dealer profit, pleas e tell us how you
determined that these relationships me t the criteria of paragraph 68(b) of
SFAS 133.

4. Please refer to your response to prio r comment 16 from your letter dated
December 14, 2007.  For the hedging instruments selected in your limited random sample, you state that you determined that the small daily changes in value are not quantitatively significant in the instances  where you failed the dollar offset ratio
test due to a result outside  of the 80-125% range.

• Please tell us how you determine that the failure of the dollar offset ratio test
is solely due to the “law  of small numbers”.

• To the extent you determined that the fa ilure was solely du e to the “law of
small numbers”, please tell us the natu re and results of those procedures.
Additionally, please tell us whether these procedures were considered upfront
as part of your hedge documentation.

• To the extent that you have not determined that the failure was solely due to
the “law of small numbers”, please pr ovide additional information regarding
the materiality of the instances where you continued to apply hedge
accounting when you failed the dollar offset ratio.

5. Please refer to subsection E.iii of the documentation included in Appendix A of
your response letter dated December 14, 2007 and respond to the following:

• It appears in situations where reset/ma turity dates are different but “similar”,
you have an inherent expectation that th e reset dates will real ign in either one,
three, or six months.  Please tell us your basis for this expectation, and how you verify that the reset da tes really do realign in the future for purposes of
evaluating effectiveness.

• Please tell us whether you have ever changed your forecasted transaction in
order to better align your cash flow  pools with the related hedging
instruments.
 6. Please tell us the following for each t ype of hedged forecasted transaction:

• Whether you have missed any of your forecasts (i.e. had more notional amounts of hedging transactions th an actual hedgeable forecasted
transactions); and if so, the number of times and frequency;

Gary Crittenden
Citigroup, Inc.
January 22, 2008 Page 4
• Whether you consider “short-term c onditions” where you do not have a cash
flow pool, as noted in subsection H of the documentation included in Appendix A of your response letter dated December 14, 2007, to be missed forecasted transactions;

• Whether you have ever changed the forecasted transaction (example the
“tagged or corresponding pool” or the key characteristics of items included
within a pool) of an established hedge; and

• If so, how you considered the off-market  components of the swap at the time
of de-designation and re-designation.

Form 10-Q for the Periods Ended September 30, 2007

 Third Quarter Management Summary, page 5

 7. You disclose here that the change in your credit costs was affected by several
factors, including a change in your estimate of loan losses inherent in the portfolio
but not yet visible in delinquencies.  Please revise your future filings to quantify the impact of the factors which materially a ffected it.  To the extent the change in
estimate is material, please revise to provide the disclosures required by paragraph 22 of SFAS 154.
 CAI’s Structured Investment Vehicles, page 7

 8. We note your response to comment two from our letter dated October 23, 2007
whereby you state that you had no contractual or implicit guarantees to support the SIVs’ commercial paper and medium -term notes, beyond the $10 billion of
committed liquidity disclosed in your third quarter Form 10-Q.  In light of that $10 billion commitment as of Se ptember 30, 2007 and your subsequent
commitment in December 2007, which you state was important in order to support the senior debt instruments issu ed by the SIVs and to avoid a ratings
downgrade and its market implicatio ns, please address the following:

• Please tell us whether you believe you ha d an implicit variable interest in the
form of a liquidity guarantee since in ception of each of the seven SIVs, and
the basis for your conclusion.

• To the extent you did not believe an implicit variable interest existed since
inception of the SIV:

a. Please tell us how you concluded that your liquidity commitment of $10 billion, which you were not contractua lly obligated to provide, was not
evidence of a further im plicit guarantee existing as of September 30, 2007.

Gary Crittenden
Citigroup, Inc.
January 22, 2008 Page 5
b. Given the apparent similarity betw een the FIN 46R methodology used at
December 13, 2007 and your hypothetical FIN 46R analysis at September
30, 2007 (where you assumed you might pur chase all of the commercial
paper and medium-term notes of the SI Vs), please tell us what facts or
assumptions changed that caused you to conclude you had become the primary beneficiary of the SIVs as of December 13, 2007.

c. If the hypothetical FIN 46R methodol ogy conducted as of September 30,
2007 differed from the methodology used at December 13, 2007, please explain those differences.
 d. Please tell us whether your conclusi ons regarding whether you were the
primary beneficiary at the inception of the SIV would have changed had
you originally concluded this implic it guarantee existed at inception and
September 30, 2007.

• We note your response indicated that one of  the factors that was considered in
your September 30, 2007 FIN 46R analysis  was the planned orderly sale of
the SIVs’ assets to wind down the SIVs.  Please elaborate on what is meant by
the “planned orderly sale of assets” a nd how it impacted your expected loss
calculations.

9. We note your response to comment two from our letter dated October 23, 2007
regarding the collateralized debt obligations (CDO) transactions you underwrote.  You state that you began purchasing outst anding commercial paper in anticipation
of the exercise of the liquid ity puts issued to commercial paper investors.   Please
tell us:
•  Whether you considered th e liquidity puts to be variable interests at
inception of the CDO transactions.  If so, how those variable interests
impacted the primary beneficiary calculation at inception and at each
reconsideration event.
• How you concluded that you do not have an implicit variab le interest in
the CDOs you underwrote and the basis for your conclusion.
• Additionally, please tell us whether you have purchased any additional commercial paper, or provided any othe r liquidity facilities, to these CDO
transactions that you were otherwis e not contractually obligated to
provide.
 10. We note your response to comment two from our letter dated October 23, 2007
regarding your other SPE stru ctures that issue commercia l paper that may be held
by money market funds.  You state that these SPE struct ures would not face an
issue regarding rating agency credit downgrad es to senior debt positions because

Gary Crittenden
Citigroup, Inc.
January 22, 2008 Page 6
of the liquidity facilities in place sinc e inception of the SPE structures.  Please
elaborate on the nature of the liquidity  facilities that support these other SPE
structures.  Specifically, please tell us th e general terms of the facilities, whether
you are a party to any of thes e liquidity facilitie s, the amount of the facilities (as
compared to the SPE structures assets) and whether the facilities require the
liquidity provider to purchase assets from the SPE structure, or purchase
commercial paper or other securities.
 Citigroup Derivatives, page 30

11. We note your disclosures on page 30 regarding your e xposure to credit
derivatives, and specifically the 82% in crease in notional value of credit
derivatives from December 31, 2006 to  September 30, 2007 to a total of $3.5
trillion.  To the extent material and applicab le, please revise your future filings to
address the following regarding your credit derivatives:

a. For each the notional and fair value amount  of your credit de rivatives as of
the balance sheet dates presented, plea se quantify the extent to which the
positions held in your credit derivatives  portfolio represent a purchase of
credit default protection versus a sale  of credit default protection, as well
as the types of instrument used (e.g., total rate of return swap, credit
default swap, or other cr edit derivative).  Within these two categories of
protection sold and purchased, please separately quantify the extent to
which the derivative activity was for the following purposes:

• Provide default risk protection to  offset credit exposure to your
holdings of the related reference enti ty’s debt in your loan portfolio,
investment portfolio, or loan  commitments outstanding;
• Create new credit exposure fo r your own trading purposes;
• Reflect credit exposures taken for th e benefit of your clients; and
• Provide an offset to credit exposure taken for the benefit of clients.

b. Please revise to discuss your maximum exposure for your credit
derivatives portfolio and mo re clearly identify for the reader the nature of
the exposure under these contracts.

c. Separately quantify the gross realized  gains and losses from your credit
derivative activity.

d. Consider discussing the settlement tri ggers that are typical to the swap
contracts in your credit deri vatives portfolio.  To the extent that the nature
of the triggers varies within your portfo lio, discuss that fact accordingly.

Gary Crittenden
Citigroup, Inc. January 22, 2008 Page 7
e. Discuss your overall strategies empl oyed in your credit derivatives
portfolio as well as any changes in those strategies during the periods
presented.

f. Discuss any trends experienced with in the portfolio both in terms of
positions held and realized gains and losses.  Specifically disclose the reasons for the significant increases in  the notional amounts as well as the
reasons for the changes in the fair values of the swaps.  Discuss any expected changes to those trends.

g. Discuss the types of counterparties (e.g. broker-dealers, other financial
institutions, non-financial instituti ons, and insurance and financial
guaranty firms) to your credit deriva tives, and consider ing quantifying the
notional amount of credit derivative s by type of counterparty, separated
between whether you purchased protecti on from the counterparty or sold
protection to the counterparty.

h. Discuss, in general terms, the potenti al impact to Citigroup should one of
the counterparties to the credit derivatives contract experience a
downgrade in their credit rating.

* * * * *

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
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