SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

January 12, 2010
By U.S. Mail and Facsimile to: (866) 720-7307

Julie A. Bell Lindsay Citigroup Inc. 1101 Pennsylvania Ave NW Suite 1000 Washington, DC 20004
Re: Citigroup Inc.  Form 10-Q for the Period Ended September 30, 2009
File No. 001-09924
 Dear Ms. Lindsay:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your document in response  to these comments in future filings.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in  your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosures.  In some of our comm ents, we may ask you
to provide us with information so we may better understand your disclosure.  After
reviewing this 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 filing.  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.
January 12, 2010 Page 2

Form 10-Q for the period ended September 30, 2009

Loan and Credit Details, page 36

1. In light of the continuing material incr eases in your impaired loans, and the
increased scrutiny surrounding the lending indu stry in general,  please revise
your future quarterly filings  to include disclosures related to your impaired
loans balance for each period end.  Your disclosures should be similar to those
included on pages 163 and 164 of yo ur December 31, 2008 Form 10-K and
include a tabular disclosure of the balance of your impaired loans by loan type and category, and disclosure of any speci fic allowance related to your impaired
loans.
 Consumer Loan Modification Programs, page 44

 2. In light of the continuing material incr eases in your impaired loans, and the
increased scrutiny surrounding the lending indu stry in general,  please consider
revising your future annual and quarter ly filings to address the following
related to your consumer loan modification programs:

a. Include a tabular disclosure of the am ount of gross loans included in each
of your loan modification programs a nd in aggregate, detailed by loan
category and performing ve rsus nonperforming status;

b. Disclose your policy regarding how many payments the borrower needs to
make on the restructured or modified lo an before the loan is returned to
accrual status;
 c. Quantify the types of concessions made, including reduction in interest
rate, payment extensions, forgiveness of principal, forbearance or other
actions;

d. Provide a narrative disclosure addr essing your success with each of the
different types of concessions;
 e. Disclose information related to restru cturings or modifications made for
“covered loans” that are accounted for under your Loss Sharing
Agreement; and

f. If impairment is measured based on th e present value of expected future
cash flows, disclose your policy electi on regarding how the entire change
in present value is reflected in the financial statements.  For example,

Julie A. Bell Lindsay
Citigroup Inc.
January 12, 2010 Page 3

disclose whether the amount is recorded entirely within the provision for
loan losses or whether the portion refl ecting the amount attributable to the
passage of time is recorded as interest  income.  To the extent that part of
the amount is reflected within interest  income, please disclose the amount.
Refer to ASC 310-10-45 for guidance.

* * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Julie A. Bell Lindsay
Citigroup Inc. January 12, 2010 Page 4

You may contact Brittany Ebbertt, Sta ff Accountant, at ( 202) 551-3572 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Rebekah Blakeley Moore Staff Accountant