SecProbe.io

Mail Stop 4561

        July 16, 2008

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, 2007
Form 10-Q for the period Ended March 31, 2008
 File No. 001-09924

Dear Mr. Crittenden:

We have reviewed your response filed with the Commission on June 19, 2008 and
have the following additional comments.  Where indicated, we think you should revise
your document in response to these comments in  future filings and provide us with your
proposed disclosures.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  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 additi onal comments.  We welcome any questions
you may have about our comments or any other asp ect of our review.  Fe el free to call us
at the telephone numbers listed at the end of this letter.

2007 Form 10-K

Citigroup Derivatives, page 57

1. We note your response to comment 5 to our letter dated May 7, 2008 where you
tell us the portion of the market value adjustments for your de rivatives liabilities
related to your own credit risk.  Cons idering the significant impact of your own
credit on the valuation of your derivati ve liabilities and on your results of
operations and potential trends  in this area, please provide disclosure of the effect
in Management's Discussion and Analysis (MD&A).  In this regard, we note that
on page 171 of your 2007 Form 10-K, you provide disclosure, as required by
SFAS 159, of the effect of your own credit  on the value of y our liabilities for

Gary Crittenden
Citigroup, Inc.
July 16, 2008 Page 2
which you have elected the fair value option.  However, it does not appear that the number disclosed on page 171 includes th e effects of your own credit on your
derivative liabilities, as these are not accounted for under SFAS 159.  In future filings, to the extent material to your re sults of operations, liquidity, or capital
resources, please provide full disclosure of the impact of your own credit on the valuation of all of your liabilities carried at fair va lue within MD&A.

2. We note your disclosure on pages 55-56 of your Form 10-K about your "direct
exposure to monolines" and your disclosure in the last paragraph of this section
that you also have "indirect exposure" to the monoline insurance companies in
various other parts of the business.  Your  disclosure indicates that since you are
not a party to the insurance contract , you have not provide d your "indirect"
exposure to the monoline insurers in th is section.   Please respond to the
following:

• Please tell us why you don't believe it is relevant or practicable to quantify
your "indirect" exposure to the monoline insurers in this section.  In this
regard, it appears that you do provide some indi cation of your "indirect"
exposure to the monoline insurers relate d to your trading assets, as you state
on page 55 that you had $1.7 billion of net market value exposure to the monolines related to your trading assets , including long and short positions in
U.S. subprime residential mortgage-backed  securities and related products.
Please clarify in these instances wh ether you are referring to insurance
provided by the monlines on your resident ial mortgage-backed securities.
• Given that the value of your investment s in corporate or municipal bonds is
likely impacted by the insurance provided by the monoline insurers, please tell us why you don't believe it is relevant to  provide disclosure  of at least the
value of securities that you have that have some type of insurance provided by
the monolines on, similar to what you have done for insurance provided by the
monoline insurers on your mortgage loans.
• We note your disclosure on page 93 of your 2007 Form 10-K related to your
municipal securities tender  option bond (TOB) trusts that due to downgrades
of certain monoline insurance compan ies you have proactively managed the
TOB programs by applying additional s econdary market insurance on the
assets or you proceed with the orderly unw ind of the trusts.  Please tell us how
you account for this obligation and whethe r you are contractually obligated to
do so.  Please also tell us why you do not believe that further disclosure
related to your exposure/obligations to the monoline insurers in the area of the
TOB trusts would not be re levant in this section.
Municipal Securities Tender Opti on Bond (TOB) Trusts, page 92

3. We note your response to comment 6 to our letter dated May 7, 2008.  Please
respond to the following:

Gary Crittenden
Citigroup, Inc.
July 16, 2008 Page 3

• We note your disclosure on page 92 of your 2007 Form 10-K that in certain cases you sell assets to the municipa l securities tender option bond (TOB)
trusts.  Please tell us how you determined  whether or not the transfer of these
assets qualified for sale  accounting pursuant to para graph 9 of SFAS 140.

• Please provide further information as to how the hedge funds that
are consolidated by the company account for their liability pursuant to the
"reimbursement agreement" discussed on page 93 between the hedge fund and
the liquidity provider.  Please also explai n how this is considered in preparing
the consolidated Citigro up accounts, as it appears fr om your disclosure that
Citigroup is often the liquidity agreement provider.

• We note your disclosure on page 93 that  for the nonconsolidated TOB trusts
and QSPE trusts, you recognize only your residual investment on your balance sheet at fair value and th e third party financing rais ed by the trusts is off-
balance sheet.  Please tell  us, and clarify in future filings, whether you are
accounting for your residual investment as  either available-for-sale or trading
securities.

• We note your disclosure that in some cas es the TOB trusts are structured as
QSPEs and in other cases they are not.  Please tell us why in certain cases
these trusts are structured as QSPEs and in certain cases they are not.  Please
also clarify the extent of your role in  determining whether the TOB trusts are
QSPEs.

Financial Statements

Note 4.   Business Segments, page 128

4. We note your response to prior comment  8 to our letter dated May 7, 2008.
Please address the following:

• Please refer to the first sentence of your  response to the second bullet to prior
comment 8.  Please tell us how you used this approach to determine the fair
value of your reporting units.  In this re gard, please give specific examples of
the types of data that wa s considered in determining the fair value of the
reporting units, and the nature of any ad justments you make to this data to
arrive at the fair value of your different reporting units.

• Please refer to the penultimate sentence in your response to the last bullet to
prior comment 8.   Please tell us why th is was the case, as it appears that the
events that triggered the goodwill impairme nt analysis could have potentially
triggered a requirement to test your inta ngible assets outside of the date you
refer to as the "annual intangible impairme nt test" given the similarity of the

Gary Crittenden
Citigroup, Inc.
July 16, 2008 Page 4
triggers noted in paragraph 28 of SFAS 142 and paragraph 8 of SFAS 144.  In this regard, while we understand that no impairment was identified when the
annual impairment test was performed, it is still unclear why the test was not
performed at an earlier date if triggers we re evident, particularly in light of the
fact that intangible assets within the scope of SFAS 144 are not required to be
tested annually, but rather  are required to be tested whenever events or
circumstances indicate the carrying amount  may not be recoverable.  To the
extent that your reference to annual impai rment test is referring to indefinite-
lived intangible assets within the scope of SFAS 142 (other than goodwill),
please describe the nature of these intangible assets, and how you concluded
they had an indefinite life.

Form 10-Q for the Period Ended March 31, 2008

Interim Financial Statements

Note16. Fair Value, page 95

5. We note your response to comment 12 to our letter dated May 7, 2008.  Please
refer to the data you provided as of Ma rch 31, 2008 in response to this comment
immediately above the disclosures you proposed to add in future filings.   Please tell us why there is such a wide variation in the assumptions used for each type of
auction rate security given that in all cases the data is as of March 31, 2008.  For
example, please explain the differences in the securities which would have
resulted in using the high end versus the low end of the range for the assumption, whether principally the high end of the range  or the low end of the range was used
in the valuation and whether these ra nges for this assumption were based on
secondary market activity.
* * * * *
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