SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

 April 26, 2010
   John C. Gerspach Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Dear Mr. Gerspach:
 We have reviewed your response letter dated April 13, 2010 and have the
following additional comments.

1. Your response indicates that you identif ied certain repurchase agreements and
securities lending transacti ons that were inappropriat ely accounted for as sales
transactions.  You further indicated that  the maximum amount of the error during
the past three years relating to the repu rchase agreement error and securities
lending was $9.2 billion and 1.9 billion, resp ectively.  You have concluded that
the error is not material. To support your  assertion, please provide us with your
materiality analysis for all periods that  would be impacted that considers among
other factors the criteria in SAB 99.  As part of your analysis, please ensure your
response addresses the following:  a. Whether the cause of the errors was intentional;
b. Whether management outside of the bus iness units where the errors were
discovered was aware of the accounti ng practices being followed by the
business unit for these transactions;

c. Whether any key banking regulatory ratios or credit ratings of the Company or
subsidiary(ies) would have been impacted; and

d. Whether the cause of the errors was due to an internal control weakness, and
if so, management’s plans to  address these weaknesses.

John C. Gerspach
Citigroup Inc.
April 26, 2010 Page 2

Please confirm that you have shared this  analysis with both your independent
registered public accounting firm and your  audit committee and that they concur
with your conclusion.

2. Your response indicates that you have c oncluded that all repurchase transactions
and securities lending transactions accounted  for as sales by your U.K. subsidiary
were in error and that you intend to refl ect the accounting as financings in your
first quarter 2010 financial statements.  Assuming you continue to believe that
these errors are immaterial for restatem ent of prior period financial statements,
please disclose in your March 31, 2010 Fo rm 10-Q that these errors were
identified, the amount of the errors, th e periods to which they relate and
management’s assessment of materiality.
3. If as a result of the iden tification of the error, you have made changes in your
internal control over financ ial reporting, please provide the disclosures required
by Item 308(c) of Regulation S-K.  If you have not made changes, supplementally
please advise us if you are planning on ma king changes, and if so when.  If you
do not believe any changes in your intern al controls over financial reporting are
necessary, please explain the basis for your conclusion.

4. Please tell us (a) whether you have disc ussed with the audit committee and your
independent registered public accounting fi rm the likelihood, in light of the errors
discussed in your letter, that there ar e additional errors in your financial
statements for the three year peri od ended December 31, 2009 and (b) the
substance of those discussions.
5. Beginning with the Form 10-Q for the quarter ended March 31, 2010, please:

a. Revise your accounting policy disclosure to discuss the circumstances where your repurchase agreements and any secu rities lending transactions may be
accounted for as sales.
b. Disclose the amounts of these transactions  that are accounted for as a sale in
the discussion of Off-Balance Sheet Arra ngements, or Contractual Obligations
disclosure or other sect ion as appropriate.

*  *  *  *  *  *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter 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 responses to our comments.

John C. Gerspach
Citigroup Inc. April 26, 2010 Page 3

Please contact me at (202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan Senior Assistant Chief Accountant