SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

May 8, 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.
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)
 Dear Ms. Lindsay:

We have reviewed your response to our comments filed with the Commission on
April 24, 2009 and have the following additi onal comments.  Where indicated, we think
you should revise 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 expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

TARP and Other Regulatory Programs, page 44

1. We note in your response to our prev ious comment 43 that the Ring-fenced
Assets portfolio covered under the loss sharing agr eement is still undergoing
confirmatory process with the U.S. Government.  However, your disclosure above

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 2

the table on page 45 of your Form 10-K all udes to the fact that these assets were
part of the covered asset pool agreed upon with the U.S. Government on January
15, 2009, the date on which you entered into the loss sharing agreement.  Please
revise future filings to more clearly disclose the fact that these assets, and related fair values, are subject to change ba sed on final confirmation from the U.S.
Government.  Please also update your di sclosure regarding when you expect the
final confirmation to occur.

Notes to Consolidated Financial Statements

 Note 11. Income Taxes, page 152

2. We note your response to our previous comment 46, including your projections of
future pre-tax income supporting the full re alization of your deferred tax assets.
We also note that the increases in y our projected future pre-tax income
significantly exceeds the levels of pr e-tax income earned during 2005 and 2006,
the periods in which your recorded your highest pre-tax income during the past
eight years.  In light of this, the sta ff has chosen to focus on the portion of your
response where you provide estimates of the amount of income to be earned in the
"stress" scenario.  Please provide us the following a dditional information about
your assumptions in the "stress" scenario:

a. Your response indicates cer tain assumptions about re venue and credit in your
forecasted 2009 pre-tax income.  Please explain further how your assumptions are consistent with your results in 2008 as Citigroup had $53.1 billion of pre-tax losses during 2008 and your projections of pre-tax losses are significantly
below that amount.

b. Tell us what Citicorp's and Citi Holdi ng's pretax losses were during 2008, and
earlier periods if available.

c. Your response indicates your assump tions about write- downs of mark-to-
market positions in 2009 and 2010.  Pl ease tell us how those assumptions
compare to actual write-downs take n during the first quarter 2009.

d. Tell us how you concluded that you r assumptions about revenue are
reasonable in light of the new cred it card regulatory changes and other
regulatory changes that are expected as a result of the current market
environment.

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 3

e. Discuss the significant causes of the declines of Citi Holdings pre-tax losses
from 2009 to 2012.  Additionally, discuss the portions of Citi Holdings that will be significantly driving the income projected in 2012 and beyond.

3. We note your response to our previous co mment 46(b) where you discuss the U.S.
tax rules pertaining to Overall Dome stic Losses (ODLs) and the re-
characterization of future domestic inco me as foreign source income.  Please
provide additional background on the tax rule s that permit this re-characterization,
and how you estimated the amount of ODLs th at were permitted to be reclassified
in this fashion.  For example, tell us whet her it consists of certain types of ODLs,
over what years the ODLs were generated, whether you have to make a special
election to do so, and whether you have ever re-characterized ODLs in this
fashion in prior periods.

4. We note your response to our previous comment 47 regarding your repatriation
tax planning strategies.  Please address the following:

a. Your response indicates th at repatriation of these low-taxed earnings would be
delayed until Citigroup has earned out of  its net operating loss in order to
maximize the amount of excess FTCs that can be absorbed.  Please discuss
when you would expect this to occur.

b. In light of the fact that you concluded in your response to previous comment
46(b) that you would fully recover y our foreign tax credit carryforwards
through the re-characteriza tion of domestic income as foreign income, please
tell us whether you think you would ev er use this tax planning strategy.

Note 23. Securitizations and Variab le Interest Entities, page 175

5. We note your response to our previous co mment 50 regarding the third-party non-
consolidated multi-seller commercial paper conduit.  Please address the
following:

a. Please tell us the nature of the specifi c decisions permitted to be made by the
conduit’s parent company, e.g. addi ng new sellers, taking on more
receivables, etc.

b. Please tell us how much equity is presen t in this entity and how much of that
equity you hold.

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 4

c. Please tell us how any shortage of f unding (i.e. difference between what the
conduit provides and the liquidity required  by the seller) is provided for.  For
example, tell us if the shortage is al located pro rata among the sellers or if
there is a different allocation method specified.
d. Please tell us in detail what actions w ould be taken if a seller is unable to
satisfy their obligations under their liquidi ty agreement.  Specifically, please
more clearly explain how the downgrade of the party that serves as the
liquidity provider impacts the conduit a nd more clearly describe the steps that
Citibank (South Dakota), N.A. would ta ke under the agreement in such a
scenario.

6. We note your response to our prior co mments 51 and 53 regarding your single-
seller Credit Card Asset-backed Commer cial Paper program, otherwise known as
the Master Trust.  Please address the following with respect to the Master Trust:

a. Please tell us whether the issuance of Class D notes is defined as a permitted
activity in the Master Trust agreement.  If so, please provide us with the
specific language from the agreement that addresses such activities.

b. Please tell us if your Master Trust agreement allows you to change the
specific characteristics of the beneficial  interests, for ex ample changing the
priority of cash flows.  If not, please tell us in greater detail why you believe
you comply with paragraph 35(b) SFAS 140

c. Please tell us whether you have increa sed your liability and/or recorded any
losses related to your liquidity guarant ee for the Master Trust.  Specifically,
tell us how you considered whether a dditional reserves were or were not
needed upon issuance of the Class D notes.

d. Since the seller’s interest  has now been subordinated, tell us what adjustments
were made to your allowance for loan losses for these interests and where
those adjustments are reflected and disclosed.

7. We note your response to our prior comment  52 regarding the Omni Trust.  Please
address the following:

a. Please tell us and revise future filings to disclose the nature of the assets
issued by the Omni Trust.

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 5

b. Please tell us in detail how you determined that the $265 million in
subordinated notes will be fully repa id in light of the potential credit
downgrade of the Omni Trus t and the fact that there are other, higher-rated
tranches of assets which will be re paid before the subordinated notes.

c. Please tell us how the Omni Trust handl ed the proceeds from the issuance of
additional beneficial interest.

d. Regarding the “true sale” at law opinion re ceived from external legal counsel,
please tell us whether this opinion was based on an updated agreement and
terms with the Omni Trust subsequent to the issuance of the additional $265 million in subordinated notes, or if it was based on the original agreement and terms with the Omni Trust.

e. We note your response to item (d) in prior comment 52.  Please tell us whether the purchase of the $265 milli on of subordinated notes issued by
Omni Trust relates to any
 of your existing liquidity facilities.

f. Since cash is not reverting back to C itigroup immediately, please tell us how
you considered this delay in the timing of the cash flows impacted the valuation of your certificat ed interest in this tr ust.  Please ensure your
response includes quantification of th e amount and where it is reflected.

8. In future filings, please disclose a br eakdown of all of C itigroup’s involvement
with each trust, conduit and/or any other securitization vehicle.  Please include
each entity’s name, your equity  interest in the entity and amount of any liquidity
guarantee provided by Citigroup.  Please consid er presenting this information in a
tabular format.

Exhibit Index

9. We note your response to comment 58 in our letter dated April 3, 2009.  Please
tell us how the company concluded that no Current Report on Form 8-K was required when the company adopted the Deferred Cash Retention Award Plan,
effective as of January 1, 2008, or when the company made awards in 2008 under this plan.  Please also expand upon your previous response to explain why the
2009 amendments to the plan do not meet the Item 5.02(e) materiality threshold
and why the awards made in 2009 do not constitute material awards under the
plan.

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 6

 Form 8-K furnished March 10, 2009

10. We note your response to our previous co mment 59.  Rule 100(a) of Regulation G
requires a reconciliation to accompany  a non-GAAP measure, rather than simply
referring the readers to other documents and indicating the page numbers where
you disclose the necessary components that  would permit the readers to calculate
their own reconciliation.  Therefore, to the extent you continue to provide a
similar non-GAAP measure in future filings, please ensure you fully comply with
the requirements of Regulation G and include a reconcilia tion of your non-GAAP
measure within the filing that contains the non-GAAP measure.

11. We note your response to our previous comment 60.  We note in your response
that this measure is based on internal books and records for the first two months
of 2009.  However, because this measure is  meant to convey an indication of the
operating results of your company for the first two mont hs of 2009, it is
considered a financial measure.  Therefore,  a reconciliation of this measure to the
most relevant GAAP measure is required  regardless of whether your books and
records are subject to a SAS 100 revi ew.  Therefore, please provide a
reconciliation of this meas ure to the most relevant GAAP measure as required by
Rule 100(a) of Regulation G.
 12. We note your response to our previous co mment 61.  A measure meant to indicate
the operating performance of the company is considered a financial measure;
therefore, Regulation G is applicable to  your disclosure regardless of whether it
was subject to a SAS 100 review.  We not e your response that a reconciliation can
not be provided without unreas onable efforts.  Please revise  to disclose this as a
non-GAAP measure and provide the requi red reconciliation.  Since you are
unable to provide a full r econciliation without unreasonable efforts, you should
disclose the information that is unavailabl e and provide an explanation as to why
it is not available.

 General

13. We note your presentation of  “tangible common equity” and “Tier I Common” in
certain documents filed with the Commi ssion.  These ratios appear to be non-
GAAP measures as defined by Regulation G and Item 10( e) of Regulation S-K as
they are not required by GAAP, Commission Rules, or  banking regulatory
requirements.  To the extent you plan  to provide these non-GAAP financial
measures in the future, the staff notes the following:

Julie A. Bell Lindsay
Citigroup Inc.
May 8, 2009 Page 7

a. To the extent these ratios are disclosed in future filings with the Commission,
you should comply with all of the requir ements in Item 10(e) of Regulation S-
K, including clearly labe ling the ratios as non-GAAP measures and complying
with all of the disclosure requirements.
 b. To the extent that you plan to disclose these ratios in future Item 2.02 Form 8-
Ks, you should provide all of the disc losures required by Regulation G and
Item 10(e)(1)(i) of Regulation S-K as re quired by Instruction 2 to Item 2.02 of
Form 8-K.

c. To the extent you disclose or release publicly any material information that
includes a non-GAAP measure,  such as these ratios in your Item 8.01 Form 8-
K, you should be cognizant of the requi rements in Regulation G to label the
measure as non-GAAP and provide a r econciliation to the most closely
comparable GAAP measure.

d. To the extent you include a presentation of risk weighted assets in future
filings, please generally di sclose how risk weighted assets are calculated
under regulatory capital rules and specifically state, if true, that the number
disclosed is calculated consistent wi th banking regulatory requirements.
  Closing Comments

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  understand that we may have additional
comments after reviewing your response to our comments.
 You may contact Brittany Ebbertt at (202) 551-3572, Rebekah Moore at (202)
551-3303 or Kevin Vaughn, Accounting Branch Chief, at (202) 551-3494 if you have questions regarding comments on the financial statements and related matters.  Please
contact Justin Dobbie at (202) 551-3469, Chri stian Windsor, Special Counsel, at (202)
551-3419 or me at (202) 551-3491 with any other questions.

     S i n c e r e l y ,          Todd K. Schiffman
Assistant Director

Julie A. Bell Lindsay
Citigroup Inc. May 8, 2009 Page 8

cc: Alan L. Beller, Esq.
David Lopez, Esq.
 Jeffrey D. Karpf, Esq.
Matthew P. Salerno, Esq.
Cleary Gottlieb St een & Hamilton LLP
(By facsimile)