SecProbe.io

July 20, 2010
 John C. Gerspach Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043
Re: Citigroup Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Form 10-Q for the Period Ended March 31, 2010 Filed May 5, 2010
 File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your supplemental response filed May 18, 2010 and have the
following comments.  Please note that these comments are in addition to the comments included in our letter dated July 16, 2010.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the year ended December 31, 2009

 Securitizations – Elimination of  QSPEs and Changes in the Consolidation Model for Variable
Interest Entities, page 107

1. We note your response to prior comment 11 to our letter dated Apr il 30, 2010.  In regard
to the collateralized debt and loan oblig ation (CDO) structures discussed in your
response, please address the following related to each of your CDO structures:
a. Provide a schematic of the transaction for each  unique type of structure that you have
engaged in.

John C. Gerspach
Citigroup Inc. July 20, 2010 Page 2

b. Explain in greater detail why the impact of  deconsolidation was an increase of total
assets by $1.9 billion.
c. Tell us who the sponsor of the entity is and discuss the othe r parties involved with the
entity.
d. Provide additional information about the design of the entity, including but not
limited to:
• Whether the entity actively buys and sells investment assets;
• Whether the entity holds or otherwise sp ecifies the servicing criteria for its
investment assets;
• Whether the entity issues beneficial inte rests following an initial issuance; and
• Whether there is any refinancing, modificat ion or reissuance of  the entity’s own
notes.
e. Tell us the activities that mo st significantly impact the entity’s economic performance
and discuss which party has the power to di rect those activities.  As part of your
response, tell us whether any of those act ivities are specified outside the entity’s
organizing documents, and if so, tell us where they are specified, and whether they
are coterminous with the entity.
f. Tell us whether you know if the asset manager consolidates the entity.
g. Tell us what power, if any, you acquire upon occu rrence of a default.  In the event of
default, tell us why you need to unilaterally hold the kick out or  liquidation rights in
order to have power to direct activities  that most significantly impact economic
performance.  As part of your response, pl ease clarify whether pow er is jointly held
or controlled in an event of default and discuss the cr editor rights and equity holder
voting rights.
h. Please describe the benefits or obligations for each of the parties identified in (c)
above, and tell us the nature of the benef its or obligations, whether implicit or
explicit.   As part of your response, pleas e describe whether those arrangements could
potentially be significant.

2. We note your response to prior comment 11 to our letter dated Apr il 30, 2010.  In regard
to the equity and cred it-linked note structures discussed in your response, please address
the following related to each of your e quity and credit-linked note structures:
a. Provide a schematic of the transaction for each  unique type of structure that you have
engaged in.
b. Explain in greater detail why the impact of  deconsolidation was an increase of total
assets by $1.2 billion.
c.
 Provide additional information about the design of the entity, including but not
limited to:
• Describe the other parties involved with the entity, including which party is the
transferor/depositor of the notes and derivative into the entity;
• Which party initiates the transaction, in cluding marketing the product to potential
investors;
• Whether the entity issues beneficial inte rests following an initial issuance; and

John C. Gerspach
Citigroup Inc. July 20, 2010 Page 3

• Whether there is any refinancing, modificat ion or reissuance of  the entity’s own
notes.
d. Your response indicates  that there are no ongoing
 decisions that significantly impact
the economic performance of the transaction.  Tell us whether you believe the entity has no activities.  Also, tell us what activities arise in the event of default of the entity
or one of its counterparties .
e. If there are ongoing activities and/ or activities that arise in the event of default of the
entity or one of its counterpa rties, tell us which party ha s the power to direct those
activities, what the creditor and equi ty holder voting rights are, which party
establishes the terms of the entity, which party approves counterparties/investors to
the entity, and which party administers the entity, such as note/derivative servicing,
custodial reports and compliance with organizing documents.
f. Your response indicates that you make a seconda ry market in the notes at fair value.
Tell us how you considered whether the sec ondary market activities provide implicit
support to the variable interest entity.  As pa rt of your response, please tell us whether
you have ever declined to purchase in the secondary market, and whether the entity’s
liabilities are static fo llowing initial issuance.
g. Your response indicates that the proceeds from the issuance of the notes are passed on
to you under a prepaid equity derivative.  Tell us how you considered whether
holding this derivative gave you incentive to establish th e terms of the structure.
h. Please describe the benefits or obligations for each of the parties identified in (c)
above, and tell us the nature of the benef its or obligations, whether implicit or
explicit.   As part of your response, pleas e describe whether those arrangements could
potentially be significant.

You may contact Brittany Ebbertt, Sta ff Accountant, at ( 202) 551-3572 or Rebekah
Moore, Staff Accountant, at (202) 551-3303 or me at (202) 551-3494 with  any other questions.

Sincerely,

Kevin W. Vaughn Accounting Branch Chief