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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-K for Fiscal Year Ended December 31, 2007 Form 10-Q for the period Ended March 31, 2008
 File No. 001-09924
 Dear Mr. Crittenden:
 We have reviewed your response file d with the Commission on March 4, 2008
and have the following additional comments.  We have also reviewed your Form 10-K
for the fiscal year ended December 31, 2007.  Where indicated, we think you should
revise your document in response to these comme nts 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.
 2006 Form 10-K

Financial Statements

Note 23.  Derivative Activities, page 148
 1. Please refer to your response to prior co mment 4 in your letter dated March 4,
2008 and address the following:

Gary Crittenden
Citigroup, Inc.
May 7, 2008 Page 2
• In support of your assertion made in the last sentence of your response to
comment 4, please expand the testing you performed on the second quarter of
2007 to include additional periods between January 1, 2005 and December
31, 2007.

• Please tell us if you have plans to cha nge the method of effectiveness testing
used in these hedging strategies.  If s o, please tell us the method you will use,
the timeline involved in switching to any new method, and confirmation that
you will dedesignate and redesignate any existing hedge relationships
when you change your method of assessing effectiveness.  Also, please tell us the notional value of hedging instrument s you plan to continue to test under
the current method.
 2. Please refer to your response to prior co mment 5 in your letter dated March 4,
2008.  Please provide us an expanded di scussion of your test methodology along
with a representative example of how you appl y it.  Clarify in the narrative and in
the example what you mean by the third sentence of your response to comment
5.   Additionally, to the extent the re sults of your testing methodology indicate
that it is not probable that the reset dates will realign in either one, three or six
months, please tell us how you conclude d this assumption is reasonable, or
provide us with an analysis that the im pact of this assumption is not material.
 2007 Form 10-K

  U.S. Consumer Mortgage Lending, page 50

 3. We note you present your lending exposure on first and second mortgage loans
here based on FICO scores and LTVs solely  as of the origination date.  With the
deterioration experienced in the mortgage market, please revise your future filings
to more clearly disclose the extent to  which you measure your risk based on more
current market information, such as update d appraisals and credit scores.  If you
obtain and utilize such updated informati on, please revise your future filings to
provide additional disclosures to reflect that data and a ny trends represented.  If
you do not obtain such updated data, please di sclose that fact as well as any other
steps you take to mitigate the lack of updated data.
 4. In future filings, please consider providi ng maturity and interest rate sensitivity
information similar to that required by Item 3.B of Industry Guide 3 for your first and second residential mortgage loans which would separately quantify your
exposure to variability in these portfolios.

Citigroup Derivatives, page 57

5. Please refer to prior comment 11.  We not e the table added on page 57 of your
Form 10-K for the year ended Decembe r 31, 2007 in response to our comment

Gary Crittenden
Citigroup, Inc.
May 7, 2008 Page 3
which shows mark-to-market receivables/ payables and the adjustment that you
make for "netting adjustments, cash collate ral and market value adjustments" to
arrive at net receivables/payables.  In fu ture filings, please separately present or
disclose the value of the market value adjustments (separately for credit value
adjustments and debit valuation adjustme nts) and provide cl arification on what
these adjustments represent.
 Municipal Securities Tender Opti on Bond (TOB) Trusts, page 92

 6. Please tell us how you determined you are not required to consolidate the
proprietary TOB trusts when the residua ls are held by a hedge fund that is
consolidated and managed by the company.  In this regard, please address the
following:

• In your response, please expand on your reliance on the AICPA Investment
Company Audit Guide in making your determination, and discuss how you
determined it applies to your facts and circumstances.

• Tell us the number of proprietary TO B trusts that you do not consolidate
because the residuals are held by a hedge  fund consolidated by you, versus the
number of those proprietary TOB trusts that are consolidated by you.

• Tell us whether the hedge funds consolid ated by you acquired their interests in
the proprietary TOB trusts before or after you began consolidating the hedge fund.

• Given that it appears that Citigroup a nd the hedge fund would be considered
related parties for purposes of FIN 46R, please provide us with your analysis
of the criteria in paragraph 17 of FIN 46R as to how you concluded that Citigroup was not the party that was most closely associated with the
proprietary TOB trust.
 Reports of Independent A ccountants, pages 102 and 103

 7. Please revise to properly evidence the signature(s) of the independent public
accounting firm that issued its  report on internal controls over financial reporting
and on the consolidated financial stat ements.  Please refer to Rule 302 of
Regulation S-T.
 Financial Statements

 Note 4.   Business Segments, page 128

 8. We note your disclosure here and el sewhere of the loss from continuing
operations in the Markets and Banking segm ent.  We further note the continuing

Gary Crittenden
Citigroup, Inc.
May 7, 2008 Page 4
loss this segment experienced in the firs t quarter of 2008 as disclosed in your
Form 10-Q filed May 2, 2008.  Pl ease address the following:

• Please tell us how you considered these losses in performing your impairment
analysis of goodwill and other intangible assets.

• Tell us the methodology used to determ ine the fair value of the reporting
units.

• Tell us the date of your annual impairment test.

• Tell us whether you have tested the goodwill and other intangibles for
impairment outside of the annual testi ng date due to events indicated in
paragraph 28 of SFAS 142.

Note 16  Investments, page 144

 9. Please address the following regarding your Investment portfolio:

• We note the disclosure th at you consider your ability  and intent to hold an
investment for a period of time sufficient  to allow for any anticipated recovery
in determining whether or not an in vestment is other than temporarily
impaired.  Please tell us if, and revise to  disclose, if true, that your intent and
ability is a primary factor considered  in determining other than temporary
impairment of these investments and that, as of the balance sheet dates
presented in your Form 10-K and subsequent 10-Q, for each of your securities in an unrealized loss position, you have th e positive intent and ability to hold
them until the earlier of their anticipated recovery or maturity.

• Please revise your future filings to more clearly disclose how you evaluate
whether the impairment on your Mortgage -backed securities is other-than-
temporary, and disclose the reasons for the significant increase in unrealized
losses on these securities during the qu arter ended March 31, 2008.  Please tell
us and disclose in future filings th e extent to which your Mortgage-backed
securities with unrealized losses are within the scope of EITF 99-20.  Tell us
and disclose in your future filings how you determined these securities were
not other than temporarily impaired and how you determined you expect to collect all amounts due.

• In light of the severity of your unrea lized losses for 12 months or longer on
your U.S. corporate securities available- for-sale, please revise your footnote to
more clearly disclose how you determined that these securities were not other
than temporarily impaired under th e appropriate liter ature.

Gary Crittenden
Citigroup, Inc.
May 7, 2008 Page 5
• Specifically address in your disclosu re how you determined whether it is
probable that you will be able to collect  all amounts due on the corporate debt
securities and more specifically disclose the reasons for the unrealized losses on these securities.
 Form 10-Q for the Period Ended March 31, 2008

 Alternative Investments, page 18

 10. We note your disclosure that you estab lished a reserve in the amount of $250
million on a pre-tax basis related to the facilitation of the liquidation of investments in a Citi-managed fund for GWM clients.   Please respond to the following:

• Provide us with more background on  the nature and reason for the $250
million reserve for the facilitation and liquidation of investments in the fund.

• Please confirm to us that you are conso lidating any of the funds where you are
facilitating the liquidation of investments.

• Tell us whether you have other funds in  similar circumstances where you may
elect to provide some type of support to assist in the liquidation of the
investments of the funds.  If so, tell  us how you determined whether you have
an implicit variable interest in those funds under FSP FIN 46R-5 and your
basis for this determination.

Highly Leveraged Financing Commitments, page 56

 11. You state that you determine the fair value of your highly leveraged financings based on quoted prices for similar assets adjusted for specific assets of the loan
being valued.  You also disclose th at you recorded a $3.1 billion writedown on
these commitments as a result of the reducti on in liquidity in the market for such
instruments.  Please address the following:

• Please tell us and revise your future filings to disclose the assumptions
regarding liquidity used in va luing these instruments.

• You disclose on page 57 that you subsequently sold $8.5 billion of these
highly leveraged loans and commitments.  Please tell us the dates of the sales
and the amount of any difference in value estimated at March 31, 2008 and
the ultimate sale price.

• To the extent the sale occurred near the balance sheet date and the amount
realized significantly differed from the amount estimated as of March 31,

Gary Crittenden
Citigroup, Inc. May 7, 2008 Page 6
2008, please tell us whether you revised your methodologies and assumptions used to estimate the fair value of the remaining loans and commitments.
 Interim Financial Statements

 Note16. Fair Value, page 95

 12. You state on page 97 that the fair value of  your auction rate s ecurities is currently
estimated using internal valuation techniques that incorporate specific
characteristics of the assets underlying th e ARS and take into account the current
illiquidity in the market.  In light of the $1.5 billion impairment charge taken on
these securities during the first quarter, pl ease revise to expand your disclosures in
future filings to discuss the nature and categories of assets underlying the securities and to quantify the illiquidity discount assumptions used in your valuation.

* * * * *

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 Paul Cline at (202 ) 551-3851 or me at (202) 551-3494 if you
have questions.

Sincerely,    Kevin W. Vaughn Branch Chief