SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
June 5, 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. 2 to Registration  Statement on Form S-4 and
Documents Incorporated By Reference
(Filed June 3, 2009, File No. 333-158100)
Amendment No. 2 to Preliminary Preferred Stock Proxy Statement
(Filed June 3, 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. 2 to Registration Statement on Form S-4

Selected Financial Data, page 23

1. Please revise your presentation to comply with SFAS 160 for all periods presented.  Refer to paragraph 5 of SFAS 160.

Julie A. Bell Lindsay
Citigroup Inc.
June 5, 2009 Page 2

Unaudited Pro Forma Financial Information, page 25

2. We have reviewed your response and revi sed disclosures to prior comment 10 in
our letter dated May 26, 2009.  Please revise to disclose the specific assumptions
used in your fair value calculation, such as the term of the contractual cash flows and the discount rate used.
 The Exchange Offers, page 44

Securities Issuable in the Exchange Offers and USG/Private Holders Transactions, page 62

3. We note your response to comment 4 in our  letter dated May 26, 2009.  It appears
that footnotes 4 and 5 on page 62 of th e prospectus refer to the incorrect
participation scenarios.  For example, f ootnote 4 refers to 66 2/3% participation
even though the column heading refers to 75% participation.  Please revise
accordingly so that it is clear how the part icipation assumptions used to determine
the amounts in the columns are similar to the participation amounts referred to in
the column headings.
 Form 10-Q for the Quarterly Period Ended March 31, 2009

 Exhibit 10.13

 4. We note your response to comment 23 in  our letter dated May 26, 2009.  Based
on the reference to the “Preliminary Comp ensation Statement” as an attachment
to the Letter of Understa nding, it appears that the st atement is part of the
compensatory arrangement between the company and the named executive officer.  Please refile Exhibit 10.13 to in clude the attachment  or tell us how you
concluded that the attachment  was not required to be included as part of the
exhibit to the Form 10-Q.  Refer to It em 601(b)(10)(iii)(A) of Regulation S-K.

Form 8-K filed June 3, 2009

5. We have reviewed your response and revi sed disclosures to prior comment 6 in
our letter dated May 26, 2009 in which you state that you will provide information required by Item 10(e) of Regulation S-K and/or  Regulation G in
future filings, as applicable.  Howeve r, we note that you include the non-GAAP
measures TCE and Tier 1 Common in your  disclosures in Exhibit 99.1 to this
Form 8-K and that you do not include th e related non-GAAP disclosures.  Please
provide the disclosures required by It em 10(e) of Regulation S-K for each
measure.

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

6. We note that you filed the Amended and Re stated Joint Venture Contribution and
Formation Agreement as Exhibit 10.1 to th e Form 8-K.  We also note that you did
not file the schedules or exhi bits to the agreement.  Pl ease tell us if you intend to
incorporate the agreement into the Fo rm 10-Q for the quarterly period ending
June 30, 2009 by reference to the version filed as Exhibit 10.1 to the Form 8-K.  If
so, please tell us tell us how you concluded that the schedules a nd exhibits are not
required to be included as part of the exhibit to the Form 10-Q.  In the alternative,
please confirm that you will refile the ag reement, including the schedules and
exhibits, as an exhibi t to the Form 10-Q.
 Amendment No. 2 to Preliminary Preferred Stock Proxy Statement

 Unaudited Pro Forma Financial Information – High Participation Scenario, page 30

 7. We have reviewed your response and revi sed disclosures to prior comment 9 in
our letter dated May 26, 2009, and note that the column heading for the third column in this table refers to the excha nge of non-convertible preferred stock held
by private holders.  It appears this co lumn actually reflects the exchange of non-
convertible preferred stock held by public  investors.  Please revise the column
heading to be consistent with the trans action and with the column headings in
your Form S-4 and Preliminary Common Stock Proxy Statement tables.  Please
also revise this column in your Prelim inary Preferred Stock Proxy Statement that
is included in your Form S-4 as Annex A.
 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 to expedite our review.
Please furnish a cover letter with your amendments that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 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, Ch ristian Windsor, Special Counsel, at

Julie A. Bell Lindsay
Citigroup Inc. June 5, 2009 Page 4

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