SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
June 16, 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. 3 to Registration  Statement on Form S-4 and
Documents Incorporated By Reference
(Filed June 10, 2009, File No. 333-158100)
Amendment No. 3 to Preliminary Common Proxy Statement Amendment No. 3 to Prelimin ary Preferred Proxy Statement
(Filed June 10, 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. 3 to Registration Statement on Form S-4

Pro Forma Earnings Implications, page 30

1. Please revise your historical earnings per share presented in this table to reflect
your adoption of SFAS 160.  Please revi se each of your Preliminary Proxy
Statements accordingly.

Julie A. Bell Lindsay
Citigroup Inc.
June 16, 2009 Page 2

The Exchange Offers, page 44

Tax Benefits Preservation Plan, page 49

2. We note your disclosure regarding the Ta x Benefits Preservation Plan.  Please
revise to highlight the anti- takeover effects that result from the implementation of
the plan, including appropriat e risk factor disclosure.

The Exchange Agreements, page 70

USG Exchange Agreements, page 73

3. We note your disclosure regarding the US G Exchange Agreements.  Please revise
to disclose the percentage of the comp any’s common stock that will be owned by
the USG upon the consummation of the various  exchange transactions.  Consider
disclosing the ownership percentage u nder the high and low participation
scenarios, along with the scenario that would result in the highest USG ownership percentage.  Please include similar disclo sure in the “Significant Shareholders”
section of the Common Proxy Statement.
 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.
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
(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. June 16, 2009 Page 3

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