SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
May 26, 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.
Amendment No. 1 to Registration  Statement on Form S-4 and
Documents Incorporated By Reference
(Filed May 13, 2009, File No. 333-158100)
Amendment No. 1 to Preliminary Preferred Stock Proxy Statement
(Filed May 13, 2009, File No. 001-09924)
Amendment No. 1 to Preliminary Common Stock Proxy Statement
(Filed May 13, 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.
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.  Amendment No. 1 to Registration Statement on Form S-4

General

1. We note your response to comment 5 in our  letter dated April 3, 2009.  We also
note that you continue to qualify inform ation disclosed on pages 74 through 78 by

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 2

reference to information outside of the pr ospectus that has not been filed as an
exhibit to the registration statement.  Pl ease refer to Securities Act Rule 411 and
revise accordingly.

2. We note your response to comment 6 in  our letter dated April 3, 2009.  The
consents and voting instructions that you require of tendering holders represent a
significant portion of the consideration re quired to participate in the exchange.
The information required by Section 14(a) of the Exchange Act with respect to
each of the applicable proposals appears to be a necessary and material part of the security holders’ decision to tender their sh ares.  Please revise to include all such
information in the prospectus.
 3. We note your response to comment 8 in our  letter dated April 3, 2009.  Please file
executed legality and tax opinions and forms of the letters of transmittal and voting trust agreement prior to reques ting effectiveness of the registration
statement.
 4. We note the use of tabular disclosure in the prospectus and each of the
preliminary proxy statements.  Please revi se, by footnote, cross-reference or
otherwise, to provide a more detailed di scussion of the assumptions and formulas
underlying the calculations in the tables.  To the extent helpful to understanding
the operation of a particular table, please include example calculations.
 5. Please revise the Cover Page and Summa ry so that you clearly communicate to
the preferred shareholders that the resu lt of the transactions will significantly
change their rights and likely the value of their investment.  In particular, please
highlight that a failure to act on the ex change would likely re sult in either the
failure of the transaction, or a situation where the preferred holder owns a security
which will not pay dividends and has lost its preferential treatment on distributions in most situations.
 6. We note your use of the measures TC E and Tier 1 Common including your
disclosure on pages 8 and 39 of your Form S-4, as well as in various other locations in this filing and in your proxy statements.  Similarly, we note your use
of these measures in certain of your Fo rms 8-K filed with the Commission.  These
measures are considered non-GAAP measures.  Therefore, please revise to provide the disclosures required by It em 10(e) of Regulation S-K for each
measure as applicable.
 7. To the extent any of the comments on th e registration statement on Form S-4 are
applicable to either of the preliminary proxy statements, please revise those documents accordingly.

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 3

Selected Financial Data, page 21

8. Please tell us why you believe it is not neces sary to update your selected financial
data for the period ended March 31, 2009.  A lternatively, please revise to update
this presentation to include disclosure of the most recently reported period.  Refer
to Item 301 of Regulation S-K.
 Unaudited Pro Forma Financial Information, page 23

 9. Please revise to expand your disclosure s beginning on page 23, both in your
footnotes and table headings, to better de scribe in plain English the transactions
taking place.  For example, please revise the second to last column on page 25, currently labeled “Exchange of Trust Pr eferred Securities for Common Stock,” to
clarify here as well as in footnote 1 to the table that these amounts relate to the
public preferred stock.  Similar presentati ons would appear to be appropriate for
other headings and footnotes.
 10. Please revise footnotes 10 and 13 to th e table to disclose your significant
assumptions used to determine the fair va lue of the 8% trust preferred securities.
 Pro Forma Earnings Implications, page 29

11. In the Low Participation Scenario, you will continue to have preferred shares
outstanding but have not shown payment of  any preferred dividends due to the
suspension of dividends on this stock.  Please revise your pro forma financial information to address the following:

a. Under your current agreements, dividends on common stock cannot be
declared and/or paid before full divide nds have been declared and/or paid
on your preferred stock.  Please revise to disclose that under the Low Participation Scenario, you have not reflected the payment of preferred
dividends because your presentation assumes that the Dividend Blocker agreement will pass.

b. If the Dividend Blocker Agreement does not pass, you would be required
to pay dividends on preferred stock prior to declari ng and/or paying
dividends on your common stock.  Gi ven your disclosure on page 14 of
the proxy statement filed May 13, 2009 that the board believes that
reinstating the common dividend is an  important corporate objective as it
will make your common stock more attractive to a number of institutional investors, some of which are prohibite d from investing in stock that does
not pay a dividend, please revise, either in foot note 4 to the table or
elsewhere in the table as deemed a ppropriate, to disclose the pro forma
impact of “preferred dividends paid to  holders of preferred stock” if the

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 4

Dividend Blocker Agreement is not approved and the Board elects to
declare dividends on the common stock.

12. Please revise this table to include a pr esentation of your historical financial
information, specifically, historical earni ngs per share and historical dividends
paid on preferred stock.  Additionall y, we note your response to our prior
comment 24.  We believe that incorporati ng a footnote disclosure of the full year
financial impact of the payment of divi dends on the government preferred into the
Pro Forma Earnings Implications tabl e on page 29 would promote better
transparency and comparability for the reader, and would also render your presentation on page 30 unnecessary.  Therefore, please revise your Pro Forma Earnings Implications table and related footnotes on page 29 to incorporate the
information presented in the Annualized Earnings Implications table.
 Risk Factors, page 31

 The Exchange Offers and the USG/Private Holders Transactions will result…, page 31

 13. Please revise this risk fa ctor, or add a separate ri sk factor, to discuss the
significant amount of short positions in C itigroup’s stock and the potential impact
of those positions on the stock price fo llowing the completions of the exchanges
and the substantial increase  in Citigroup’s common stock.
 Terms of the Public Preferred De positary Exchange Offers, page 45

 14. We note your response to comments 29 and 30 in our letter dated April 3, 2009.
Please revise the “Questions and Answers About the Exchange Offers” section to
address the fact that the company is not  making a recommendation as to whether
holders should exchange their shares of Subject Securities in the Exchange Offers
and that the company has not retained, and does not intend to retain, a third
person to negotiate on behalf of the holde rs, or to render an opinion as to the
fairness of the consideration being offere d to holders in the Exchange Offers.
 Terms of the Trust Preferred Exchange Offer, page 46

 15. We note your response to comment 31 in our letter dated April 3, 2009.  Please
explain how the offer to exchange Trust Preferred Securities with an aggregate
liquidation amount equal to $20.5 billi on, less the aggregate liquidation
preference of all Public Preferred Deposito ry Shares accepted for exchange, could
result in the number of shares of Comm on Stock issued in the Exchange Offers
exceeding the Aggregate Share Cap.  We  note that the Aggregate Share Cap
represents the maximum number of shares of Common Stock that could
theoretically be delivered in connection w ith the Exchange Offers.

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 5

Exhibit 8.1

16. We note that counsel to the company a ssumes the correctness of certain other
opinions of counsel with respect to the cl assification of certain entities and debt
securities for federal income tax purposes.  To the extent that counsel must rely
upon other legal opinions in issuing the opini on in this matter, please revise the
opinion to clarify this point and include those opinions as exhibits in this
registration statement, along with the cons ent of Skadden, Arps, Slate, Meagher &
Flom LLP.
 Exhibit 99.2

 17. Please delete the language requiring the hol der to acknowledge or  certify that it
has “read” the Voting Trust Agreement on page 5 and that it “understands” the
terms in the last paragraph on page 6.  Please also revise Exhibit 99.3 accordingly.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Notes to Consolidated Financial Statements

 Note 11. Income Taxes, page 152

18. Please refer to our prior comment 2 in our  letter dated May 8, 2009.  As noted in
our prior comment, the staff is continuing to focus on your “stress” scenario as
opposed to your regular projections .  Please address the following:

a.  In light of the hi gher annualized level of Q1  2009 actual marks (and not
disclosed marks), as compared to the level of 2009 forecasted marks, please tell us whether you have revi sed your 2009 or future projections.
 b. Please tell us whether you have revi sed any of your assumptions in the
stress scenario as a result of the fina lization of the new credit card rules.
Additionally, it was unclear from your response why you assumed one
year of annual run rate impact in reaching your conclusi on that you would
still be able to realize the full amount of defe rred tax assets, as opposed to
multiple years that would appear to be  impacted if you were not able to
offset the reduced revenues.
 19. Please refer to our prior comment 3 in our letter dated May 8, 2009.  While the
staff understands that any ODLs incurred prior to 2007 would not be eligible to be recharacterized under the American Jobs Cr eation Act in 2004, in order to provide
further evidence about your expectations about the timing of the recharacterization of the ODLs as fore ign source income, please provide the
following information:

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 6

a. Tell us whether you had any ODLs prio r to 2007, the most recent period in
which you had U.S. income and how fre quently this occu rred in the past
few years.

b. Given the significant time period before you expect to be able to
recharacterize any of these ODLs, a nd the relatively short period before
you fully recharacterize all of your significant ODLs, particularly given
the limitations of the Act on the amounts that can be utilized each year, please discuss the steps you plan to ta ke to achieve the recharacterization
of ODLs in the timeline indicated in  your letter.  Please ensure your
response indicates any key strategies you plan to take to achieve your
expectations, including shifting operat ions or activities from different
countries and indicate how you devel oped the plans given the significant
forward looking nature of your expectations.

c. Finally, please ensure your respon se indicates whether there are any
timing restrictions on the recharacterization of ODLs in the American Jobs Creation Act of 2004.
 Note 23. Securitizations and Variab le Interest Entities, page 175

20. We note your responses to prior comments 5, 6, 7 and 8 in our letter dated May 8,
2009.  We continue to evaluate your res ponses, and will address your responses in
a supplemental comment letter.

Form 10-Q for the Quarterly Period Ended March 31, 2009
 Notes to Consolidated Financial Statements

Note 13. Preferred Stock, page 96

21. Please tell us and revise your future filings to more clearly disclose the nature of the reset provisions in the preferred stoc k agreement that led to the reset of the
convertible preferred stock conversion price.   Specifically discuss the extent to
which additional resets could occur in the future, and describe the conditions
under which such resets could occur.
 Note 16. Derivatives Activities, page 115

 22. Please tell us the extent to  which your first quarter results were impacted by the
early settlement of derivative contracts where the counterparty was AIG.  If your
results were impacted by such activities, please tell us and revise your future filings to discuss the circumstances surrounding the settlements, quantify the

Julie A. Bell Lindsay
Citigroup Inc.
May 26, 2009 Page 7

notional amount of the contracts involv ed, the amount of the gain or loss upon
early settlement, and iden tify the line item in which such amounts are presented.

Exhibit 10.13

 23. Please confirm that the company has filed Exhibit 10.13 in its entirety.  We note,
in particular, the reference on page 7 to a Preliminary Compensation Statement
Attachment that is not include d as part of the exhibit.

Amendment No. 1 to Preliminary Preferred Stock Proxy Statement

Information on Voting Securities, page 8

24. We note that two-thirds of each series of  the USG Preferred Stock are required to
approve the amendments described in th e third bullet of th e Dividend Blocker
Amendment.  Please tell us if just  the portion of the Dividend Blocker
Amendment in the third bullet or the entire Dividend Blocker Amendment will
fail if the two-thirds threshold is not ach ieved with respect to each series of USG
Preferred Stock.  Please also tell us, with a view towards revise d disclosure, if the
USG has indicated how it intends to vot e on the proposals in the Preferred Stock
Proxy Statement.

Amendment No. 1 to Preliminary Common Stock Proxy Statement

Questions and Answers About the Pr oxy Solicitation Materials…, page 1
 Q:  Who is soliciting my Proxy In structions or proxy?, page 1

 25. We note your response to comment 74 in our letter dated April 3, 2009.  Please
revise the Common Stock Proxy Statement to  highlight the fact that at the time
they make their investment decision, the holders of Public Preferred Depositary
Shares and Trust Preferred Securities w ill not know the results of the Exchange
Offers or the actual number of shares of common stock necessary to convert all of
the outstanding Interim Securities into shares of common stock.

Closing Comments

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendments