SecProbe.io

Mail Stop 4561         October 27, 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 Forms 10-Q for the Period Ended June 30, 2008
 File No. 001-09924
 Dear Mr. Crittenden:
 We have reviewed your response filed with the Commission on August 27, 2008
and have the following additional comments.  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.

2007 Form 10-K

Municipal Securities Tender Opti on Bond (TOB) Trusts, page 92

1. We note your response to comment 3 to our  letter dated July 16, 2008.  Please
provide additional background information about the QSPE TOB structures.   Specifically, please discuss the following:

A.  Tell us who has the ability to diss olve the QSPEs and how you concluded that
this meets the criteria that the QSPE be demonstrably distinct from the transferor;

Gary Crittenden
Citigroup, Inc.
October 27, 2008 Page 2
B.   Your response indicates that Citi group has no "explicit" call options on the
transferred securities nor any other forms of continuing involvement that
provide you with effective c ontrol over the tr ansferred securities.  Please tell
us whether there are any "implicit" ca ll options that could provide you with
effective control over the transferred s ecurities.  For example, please discuss
how you concluded that the liquidity agr eements that you generally provide to
the trust do not represen t "implicit" call options;
 C.  Tell us how much of the beneficial in terests are held by the third party floater
holders; and
 D.  Your response to comment 2 indicates  that you may seek to obtain insurance
(subject to third party approval, where re quired) to protect your interests in
certain of your proprietary TOB trusts .   Please tell us the following:
• The steps involved in ob taining approval to purc hase the insurance;
• The party responsible for paying for the insurance;
• An indication of how common it is  for you to seek to purchase
insurance to protect your in terests in the TOB trusts;
• Whether there have been any circ umstances where you were unable to
obtain the required approvals to purchase the insurance; and
• How you concluded that the purchas e of insurance after the QSPE
was established does not invalidate  QSPE status (paragraph 35(c)(2)
of SFAS 140)

Financial Statements

Note 4.  Business Segments, page 128

2. Please refer to your response to comment  4 to our letter dated July 16, 2008.
Please provide additional background on your impairment analysis of goodwill. Please address the following:

A. Please tell us when you are evaluati ng your individual reporting units for
impairment how you validate the reasonablen ess of the fair values determined.
For example, tell us whether you reconcile  the fair values determined in your
analyses to your total market capitali zation.  In this regard, we note that
paragraph 23 of SFAS 142 indicates that the fair value of a reporting unit
refers to the price that would be received to sell the unit as a whole in an orderly transaction between market part icipants at the measurement date, and
that quoted market prices in active ma rkets are the best evidence and should
be used if available. In circumstances where an entity has multiple reporting units, and all reporting units have goodwill that are tested for impairment, a tool that could be used to validate the reasonableness of the fair values

Gary Crittenden
Citigroup, Inc.
October 27, 2008 Page 3
determined for the individual reporting units  is a reconciliation of the total fair
values of the reporting units, to the ma rket capitalization of the company,
adjusted for any control premium as deemed appropriate. If you do not perform such an analysis, please indicate whether this is due to the fact that
such an analysis cannot be easily perform ed (for example, because not all of
your reporting units contain goodwill or ther e were not triggers of impairment
at each of your reporting units at each of the times you tested goodwill for impairment), or whether you don't believe such an analysis is meaningful.
Additionally, if such an analysis is no t performed, please tell us whether you
perform any other procedures to evaluate  the reasonableness of the fair value
of the reporting units.  If such an anal ysis is performed, please tell us the
results of your procedures, including a discussion of any control premium
assumed in the analysis, and how the reasonableness of that premium was
evaluated;
B. Please provide us examples of the market comparables and multiples used in
preparing the analyses of the fair value of your reporting units. In your
response, please include Securities a nd Banking and the actual multiples and
market comparables used in your anal ysis of that reporting unit. Please
explain how those multiples and market comparables are similar to your
Securities and Banking reporting unit (and the other examples provided), in
regards to nature, scope and size of oper ations, as contemplated in paragraph
25 of SFAS 142; and
C. We note that you use a single valuation approach to determine the fair value of all of your reporting units except for S ecurities and Banking. In light of the
guidance in paragraph 19 of SFAS 157, which indicates that multiple
valuation techniques could be appropriat e in determining the fair value of
reporting units, and the fact that it is  often difficult to identify market
comparables for single reporting units, pl ease tell us how you concluded that
it was appropriate to only consider one valuation approach for these reporting
units.

Form 10-Q for the Period Ended June 30, 2008

Highly Leveraged Financing Commitments, page 66

3. We note your disclosure on page 66 regardi ng the loans transferred to third parties
on April 17, 2008.  Please tell us the fo llowing and consider adding clarifying
disclosure in future filings:

• the value of your senior debt  securities backed by th e transferred loans at the
time of transfer and as of September 30, 2008; and

Gary Crittenden
Citigroup, Inc. October 27, 2008 Page 4
• whether there are any scenarios where th e loans transferred could be put back
to you, or any scenarios where your exposure could extend beyond the value
of your available-for-sale de bt securities recorded as  part of the transaction.

* * * * *
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