SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

January 29, 2010
By U.S. Mail and Facsimile to: (877) 280-3781

Julie A. Bell Lindsay Citigroup Inc. 1101 Pennsylvania Ave NW Suite 1000 Washington, DC 20004
Re: Citigroup Inc.
 Form 8-K filed January 19, 2010
File No. 001-09924

Dear Ms. Lindsay:

We have reviewed the above-referenced filing and have the following comments.
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you shoul d revise your future filings  in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.

Form 8-K filed January 19, 2010

1. We note your disclosure on page five of your release filed as part of Exhibit 99.1
that Securities & Banking revenues included a negative credit valuation
adjustment (CVA) of $1.9 billion, of which $840 million represented the

Julie A. Bell Lindsay
Citigroup Inc. January 29, 2010 Page 2

cumulative impact of a correction of an e rror in calculating th e CVA on your fair
value option debt in prior periods.  Please respond to the following:

a. Tell us how the error was discovered and discuss the specific errors related
to the calculation of the CVA.

b. Tell us whether you have a similar C VA calculation error related to your
other assets and liabilities that are also carried at fair value, such as your
derivatives portfolio.

c. Discuss any changes made to your internal controls over financial
reporting to detect or prevent these ty pes of errors from occurring in the
future.

d. Provide us with your materiality anal ysis supporting you r conclusion that
the errors and the related cumulative e rror correction in th e fourth quarter
of 2009 was not material to any period.

e. In future filings, including your 2009 Form 10-K, please expand your
discussion of the error to provide mo re information on the specific cause
and nature of the calculation errors.

2. We note your disclosure on page three of your release filed as part of Exhibit 99.1
about the number of modifi cations you have performed during the past year.
Please tell us and discuss in future fili ngs how modifications impact the timing of
the recording the allowance for loan losses.  For example, discuss whether the
largest effect of the loan modificatio n is recorded during the period of the
modification or whether the modification has largely been reserved for under your
normal reserving methodology.  Additionall y, discuss how the high level of re-
defaults of the loan modifications perf ormed thus far is factored into your
allowance for loan losses.

3. Tell us and disclose in future filings mo re about the forbearance programs that are
offered to your credit card customers and discuss how these programs impact your
credit loss statistics and timing of the recording of the allowance for loan losses. Additionally, please add a di scussion of how successful these programs are and
the statistics you review in evalua ting the various programs offered.

4. Tell us and disclose in future filings how you establish repurchase reserves for
various representations and warranties th at you have made to various parties,
including the GSE's, monoline insurers a nd any private loan purchasers.  Please
ensure your response addre sses the following areas:

Julie A. Bell Lindsay
Citigroup Inc. January 29, 2010 Page 3

a. The specific methodology employed to es timate the allowance related to
various representations and warranties,  including any differences that may
result depending on the type of  counterparty to the contract.

b. Discuss the level of allowances esta blished related to these repurchase
requests and how and where they are classified in the financial statements.

c. Discuss the level and type of repur chase requests you are receiving, and
any trends that have been identifi ed, including your success rates in
avoiding settling the claim.

d. Discuss your methods of settling th e claims under the agreements.
Specifically, tell us whether you repu rchase the loans outright from the
counterparty or just make a settlement payment to them.  If the former, discuss any effects or trends on your nonperforming loan statistics.  If the
latter, discuss any trends in terms of the average settlement amount by
loan type.

e. Discuss the typical length of time of  your repurchase obligation and any
trends you are seeing by loan vintage.

5. We note your disclosure on pages 17 and 18 of your release filed as part of
Exhibit 99.2 that Institutional Client s Group and Securitie s & Banking each had
credit reserve releases of $138 million and $141 million, respectively, during the fourth quarter of 2009.  Please provide us  with additional information regarding
the events that occurred th at supported a release in th e allowance for loan losses
during the period.  As part of your respons e, please discuss whether the reductions
were due to a decrease in non-accrual lo ans at these business units, reductions in
severities of losses realiz ed, or some other methodology change related to the
calculation of the allowance.  Please al so tell us whether any of your credit
statistics for these business units have changed dramatically as a result of the
reduction in the allowance.

6. We note your disclosure to footnote one on pa ge 35 of your releas e filed as part of
Exhibit 99.2 that your policy is not to classify cred it cards loans as non-accrual.
Please ensure that this disclosure is clear throughout your documents.
Additionally, given that these types of lo ans are never classified as non-accrual,
please tell us why you believe it is appr opriate in your allowance to non-accrual
loan ratios to include the allowance alloca ted to these types of loans.  We note
that if the allowance to non-accrual lo an ratios were revised to exclude the
allowance for loan items which are neve r included as non-accrual, the ratios

Julie A. Bell Lindsay
Citigroup Inc. January 29, 2010 Page 4

would likely be significantly di fferent and it is possible th at different trends could
exist.  Please advise us with respect to this point, and pleas e ensure that your
disclosures in future filings are cl ear on how these amounts are calculated.

7. We note your disclosure to footnote two on pa ge 35 of your release filed as part of
Exhibit 99.2 that non-accrual loans do not  include loans accounted for as SOP 03-
3 purchased distressed loans.  Please clarify whether you would classify the
purchased distressed loans as non-accrual in  the future once you determine that an
allowance for loan losses is required for t hose loans.  If not, please tell us whether
you adjust your allowance to non-accrual loan ratios to exclude the allowance
related to these loans since the loans woul d not be included in the denominator of
this ratio. If you do not adjust this ratio for any allowance related to these loans
which do not get classified as non-accrual, please ensure that your disclosures in
future filings are clear as to how this impacts the ratios and comparability among
other companies in your industry.

* * * * * *

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

Julie A. Bell Lindsay
Citigroup Inc. January 29, 2010 Page 5

• 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.
  You may contact Brittany Ebbertt, St aff Accountant, at (202) 551-3572, Rebekah
Blakeley Moore, Reviewing Accountant, at (202) 551-3303 or me at (202) 551-3494 if
you have questions rega rding our comments.
 Sincerely,    Kevin W. Vaughn Accounting Branch Chief