SecProbe.io

March 15, 2011

Julie Bell Lindsay, Esq. General Counsel – Capital Ma rkets and Corporate Reporting
Citigroup, Inc. 399 Park Avenue New York, NY  10043
Re: Citigroup, Inc.
  Registration Statements on Form S-3
Filed March 2, 2011
  File Nos. 333-172554, 333-172555, and 333-172562

Dear Ms. Lindsay:
 We have limited our review of your registra tion statements to those issues we have
addressed in our comment.
 Please respond to this letter by providing the requested information.  If you do not believe
our comments applies to your f acts and circumstances, please tell  us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response, we may have additional comments.

1. We note that the legality opinions filed with  the registration statements are qualified.
Please confirm that you will file unqualified le gality opinions in a Form 8-K or by post-
effective amendment in connection with each take-down, including take-downs under
medium term note programs.  We also note that you have automatic  shelf registration
statements currently in place and that you have filed a number of prospectus supplements pursuant to Rule 424(b)(2).  It does not appe ar that you have filed unqualified legality
opinions for the securities offerings cove red by your automatic shelf registration
statements.  Please file the unqualified opini ons in a Form 8-K or by post effective
amendment.  Please see Securities Act Rule s Compliance and Disclosure Interpretation
212.05 as guidance.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings in clude the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.

Julie Bell Lindsay, Esq. Citigroup, Inc. March 15, 2011 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statements please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filings effective, it does not foreclose the Commission from taking any action with
respect to the filings;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings effective, does not re lieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filings; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statements as confirmation of the fact that those requesti ng acceleration are awar e of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public o ffering of the securities specified in the above registration
statements.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statements.

You may contact Michael Seaman, Special Co unsel, at (202) 551-3366 or me at (202)
551-3698 with any other questions.

Sincerely,

Mark Webb Legal Branch Chief