SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
April 3, 2009

By U.S. Mail and Facsimile to: (866) 720-7307; (212) 225-3999

Julie A. Bell Lindsay Citigroup Inc. 1101 Pennsylvania Ave NW Suite 1000 Washington, DC 20004
Re: Citigroup Inc.
Registration Statement on Form S-4
(Filed March 19, 2009, File No. 333-158100)
Form 10-K for the Fiscal Year Ended December 31, 2008
(Filed February 27, 2009, File No. 001-09924)
Current Report on Form 8-K
(Filed March 10, 2009, File No. 001-09924)
Preliminary Proxy Statement (Public  Preferred Stock Amendments)
(Filed March 19, 2009, File No. 001-09924)
Preliminary Proxy Statement (Common Stock Amendments)
(Filed March 19, 2009, File No. 001-09924)
 Dear Ms. Lindsay:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
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 us at the telephone numbers listed at the end of this letter.

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 2

Registration Statement on Form S-4

General
 1. Please tell us whether you believe each of the series of securities is a separate
class of subject security fo r purposes of Rule 13e-4 and Regulation 14E.  In this
regard, we note that the Series E prefe rred and 8.3% E-TRUPS are not registered
classes of securities under  Section 12.  Please also  address whether Citigroup
Capital XXI is an issuer within the m eaning of Rule 13e-4(a)(1).  In providing
this analysis, please advise whether or not Citigroup, as the presumptive offeror in these exchange offers, is viewed as an  issuer of any of the Trust Preferred
securities within the meani ng of Rule 13e-4(a)(1).
 2. Please confirm that you will file a Sche dule TO-I in connection with this
exchange offer as soon as practicable on the date of commencement.  Refer to
Rule 13e-4(c)(2).  Alternatively, please provide us with a brief legal analysis
explaining why Citigroup, as the stated offeror, is not required to make a Schedule TO-I filing.
 3. Confirm for us that the exchange offer wi ll be open for a full 20 business days, as
required by Rule 14e-1(a).  See Rule 13e-4(a)(3) for additional guidance on the definition of “business day.”
 4. We note that the subject cla sses of securities in the privately negotiated exchange
offers are preferred stock.  Please conf irm that you will file a Schedule TO-I for
these privately negotiated exchange offers or provide us with your analysis as to
why the privately negotiated exchange offers  are not tender offers.  Refer to Rule
13e-4(a)(1) and (2) and Rule 3a11-1.
 5. In a number of instances in the pros pectus, you incorpor ate and/or qualify
information by reference to informati on outside the prospectus.  You may
incorporate or qualify information in side the prospectus by reference to
information outside the prospectus only where incorporation or the summary of a document is required.  For example, you incorporate by reference to the proxy
statements related to the Preferred Stock Proposals and Common Stock Proposals
on pages 9 and 10.  Please revise throughout the prospectus accordingly.  Refer to
Securities Act Rule 411.  Please also revise to confirm that all descriptions that
are currently qualified by reference are materially complete.
 6. We note that you are requiring holders to take action in favor of the Preferred
Stock Proposals and the Common Stock Proposals, as applicable, as a condition to validly tender their Subject Securities.  Please revise to include in the prospectus
all of the information required in a proxy statement pursuant to Section 14(a) of
the Exchange Act with respect to each of the relevant proposals.

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 3

7. Citigroup is relying on NYSE rule 312.05 in order to forgo the requirement that
shareholders approve transactions that c ould lead to the issuance of more than
20% of the equity of a registrant.  Rule 312.05 permits a company to forgo
shareholder approval where the “financial viability of the company” may be jeopardized by taking the time to seek a pproval.  Please revi se the registration
statement to address how a delay in completing the share exchange and the
associated transactions with the privat e holders and the U.S. Government might
adversely affect the company, beyond the in crease in tangible common equity.  In
that regard, we note the disclosure on pa ge 8 that Citigroup “has been very well
capitalized”.  Also, please provide sharehol ders with information as to the impact
on Citigroup and their investments in the various classes of preferred and trust preferred securities if the consent agreem ents do not garner the required votes to
pass.
 8. Please file a draft of the letter of transmittal, including the voting agreement, as an exhibit to the registration statement.  Pleas e also file the legality and tax opinions
as exhibits to your next amendment.
 9. Please revise to include an expanded description of how the proposed stock
exchange will affect your reported capital ra tios, quantifying that impact in basis
points where possible.  Please include a discussion of how the proposed stock
exchange will affect your tr ust preferred securities incl uded in Tier 1 Capital.
 10. To the extent any of the comments on th e registration statement on Form S-4 are
applicable to either of the prelimin ary proxy statements, please revise those
documents accordingly.
 Fee Table

 11. We note that the Public Preferred Deposita ry Exchange Offers are for any and all
Public Preferred Depositary Shares, whic h includes Series T Preferred Stock;
however, it appears that you have registered  an amount that assumes that none of
the Series T Preferred Stock is accepted for exchange.  Refer to footnote 1 to the fee table.  Please revise to recalculate th e fee table to assume that the exchange
offer related to the Series T Preferred Stock is fully subscribed, or advise us.

Cover Page of Prospectus

12. Please state the maximum number of shares of common stock being offered for exchange on the cover page of the prospectus.
 13. We note the disclosure on the cover page of the prospectus informing holders that
in order to validly tender Subject Securities, they must take action in favor of the

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 4

various proposals covered in the proxy st atements.  Please revise throughout the
prospectus to highlight this fact at the beginning of the s ections in which you
describe the procedures for tendering Subject  Securities.  Please also include risk
factor disclosure addressi ng the fact that a holder ma y not have the option to
validly tender Subject Secu rities and not take action in  favor of all applicable
proposals.

Questions and Answers About The Exchange Offers, page 3

 What are the key terms of the Trust Preferred Exchange Offer, page 3

 14. Please revise throughout your document to clarify that the holders of trust
preferred securities will not know the actual Remaining Amount until after expiration of the offer.
 Summary, page 7

 Summary Terms of the Exchange Offers, page 11

 Public Preferred Depositary Exchange Offers, page 11

 15. Please revise the first bullet point on page 12 to disclose what action will be taken
by the written consent refere nced in the bullet point.

Trust Preferred Exchange Offer, page 13

 16. We note that on pages 14 and 42 you state that you will determine the final
prorationing factor “as s oon as practicable” after the expiration date.  Please
revise or explain to us how you are complying with Rule 14e-1(c) and the requirement to pay the consideration or return the securities “promptly” after the termination of the offer.
 Fractional Shares, page 17

 17. Please disclose when the company will pay cash in lieu of fractional shares of common stock.  Refer to Excha nge Act Rule 13e-4(f)(5).

Consequences of Failure to Exchange Subject Securities, page 18

18. We note the disclosure that you currently expect to continue making distributions
on your Trust Preferred Securities in accordan ce with their current terms.  Please
tell us, with a view towards revised di sclosure, under what circumstances the
company will stop making distributions on its Trust Preferred Securities in accordance with their terms.

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 5

Unaudited Pro Forma Financial Information

 Unaudited Pro Forma Balance Sheets, page 22

 19. Please provide a narrative di scussion of how the pro forma financial statements
would change based on both an increase a nd a decrease to the assumed closing
price of $1.50 per share.
 20. We also note that your actual financial information will be determined based on
the closing price of your common stock on the day the investors and Citigroup legally commit to the exchange.  Please revise your pro forma information to reflect a more recent common stock price, such as the end of the first quarter
2009.
 21. Please revise to disclose your rationale  for assuming that none of the Trust
Preferred Securities will be exchange d for common stock in both the “high
participation scenario” and “low participation scenario.”  Additionally, please revise to expand upon the assumption that no Series T, E, F, and AA will be converted in the low participation scenario.
 22. In your introductory narrative or in a footnote to the pro forma financial
statements, please revise to disclose the impact to your pro forma financial
information if your common shareholders  do not approve the authorization of
additional shares of common stock.
 Pro Forma Earnings Implications, page 27

 23. Please revise to fully comply with Article 11 of Regulation S-X.  In this regard, please revise to omit non-recurring items su ch as the pro forma retained earnings
impact as shown in your tabular disclosure of Pro Forma Earnings Implications.
 Annualized Earnings Implications, page 28

 24. Please tell us the intended purpose of the Annualized Earnings Implications table,
and tell us why you believe that purpose cannot be captured or reflected in a pro
forma earnings statement that appropriately complies with Article 11 of Regulation S-X.
 Risk Factors, page 29

 The value of the Common Stock being offe red in the Exchange Offers…, page 29

 25. Please revise to clarify that the implied discount may change if  the price of the

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 6

company’s common stock fluctuates after the date of the prospectus.  Please also
state to which of the Subject Securi ties each implied discount applies.

Holders of Trust Preferred S ecurities that participate in the Exchange Offers…, page 31

 26. Please revise to clarify, if accurate, that the company must accept for exchange the tender of a holder’s Trust Preferred S ecurities in order for the holder to lose
the right to future distributions.

Risks Related to the Issuance of a Signi ficant Amount of Common Stock…, page 32

27. Please revise to add a separate risk factor  that discusses the risks related to the
Capital Assistance Program stress testing, including the potentia l need to raise
additional capital.
 The Exchange Offers, page 35

 28. Please provide us with a brief legal anal ysis in support of Citigroup’s conclusion
that the “Trust Preferred Exchange Offer c onsists of a single offer with respect to
all series of Trust Preferred Securities.”   To the extent Citigroup may be defined
as an issuer under Rule 13e-4(a)(1), please note that Rule 13e-4(a)(2) defines the
term “issuer tender offer” as a “tender o ffer for, or a request or invitation for
tenders of, any class  of equity security....”  (emphasis added)
 If Citigroup revises its disclosure in res ponse to the previous comment to indicate
that each Trust Preferred exchange offer constitutes a separate tender offer for a
separate class of secur ity, please revise to stat e the minimum and maximum
amount of securities that pot entially may be purchased from each such class.  In
addition, please provide a br ief illustrative table showing the range in amounts
that may be purchased given the stated acceptance priority levels .  In light of the
acceptance priority levels, please also re vise to indicate the exact circumstances
under which proration may be required, if at  all, on a per series—or per class, as
the case may be—basis.

Terms of the Public Preferred De positary Exchange Offers, page 39

29. Please revise to discuss the reasons underlying the decision to discount the
liquidation preference in each of the Public Preferred Depositary Exchange Offers
and how the exchange factor was determ ined for each of the offers.  Please
include similar disclosure for the Trust Preferred Exchange Offer.
 30. Please also disclose how the company de termined to value the common stock to
be issued in the Exchange Offers at $3.25 per share.

Julie A. Bell Lindsay
Citigroup Inc.
April 3, 2009 Page 7

Terms of the Trust Preferred Exchange Offer, page 40

31. You state that the Trust Preferred Excha nge Offer is “subject to the Aggregate
Share Cap”.  Please tell us, with a vi ew towards revised disclosure, how the
Aggregate Share Cap would operate to limit the total number of shares of
common stock offered in the Trust Preferred Exchange Offer.  Please also revise
the cover page of the prospectus accordingly.
 Offer Consideration, page 41

 32. Please disclose the source of the U.S. dollar/U.K. pound exchange rate discussed
in this section.
 Acceptance Priority Levels; Prorationing, page 42

 33. Please revise the first paragraph of this section to clarify, if  accurate, that the
Remaining Amount will be equal to at  least $76.35 million, and will be higher
 if
the Public Preferred Depositary Exchange  Offers are not fully subscribed.  We
note the disclosure in the la st full paragraph on page 40.

Conditions of the Exchange Offers, page 42

34. You state in the second fu ll paragraph on page 44 that  you reserve the right to
waive a particular condition with respect to  any one or more Exchange Offers and
not with respect to any others.  Please  tell us, with a vi ew towards revised
disclosure, under what circumstances the company would treat security holders of
different classes subject to th e Exchange Offers differently.
 35. You state in the third full  paragraph on page 44 that the company may waive or
assert a condition to an Exchange Offer at any or various times.   Please revise to
clarify, if accurate, that the company ma y waive or assert a condition to an
Exchange Offer at any or various times prior to the applicab le expiration date.
 Procedures for Tendering Subject Securities, page 45

 36. We note that on page 47 you state that you re serve the right to transfer or assign
the right to acquire securities in this o ffer.  Please confirm your understanding that
any entity to which you assign the right to purchase shares in this offer must be
included as a bidder in this offer.  A dding additional bidders  may require you to
disseminate additional offer materials and to extend the term of the offer.
 Security Ownership, page 50

 37. Revise this section to identify if any of the officers or directors listed has

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