SecProbe.io

October  24, 2012

Via E -mail
John C. Gerspach
Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 10043

Re: Citigroup Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed February 24, 2012
Form 10 -Q for the Quart erly Period Ended June 30, 2012
Filed August 3, 2012
  Form 8 -K filed October 15, 2012
Response filed September 21 , 2012
File No. 001 -09924

Dear Mr.  Gerspach :

We have reviewed your filings  and your response  dated September 21, 2012 and have the
following comments.  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 let ter within ten business days by providing the requested
informat ion, or by advising us when you will provide the requested response.   Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comm ents apply to your
facts and circumstances, 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 -Q for the Fiscal Quarter E nded June 30, 2012

Country Risk, page 89

Credit Default Swaps – GIIPS and France, page 93

1. We note the  disclosure of your credit default swaps exposure to the GIIPS countries and
France.  Please tell us whether these amounts, or the amounts included in the summary
net current funded exposure table on page 90, include any indexed or tranched purchased
credi t derivatives, including  whether you have purchased any credit default protection on

John C. Gerspach
Citigroup Inc.
October  24, 2012
Page 2

 such derivatives.   To the extent that you have included indexed or tranched purchased
credit derivatives in your table, please expand your disclosure to discuss this fact,
separately quantify the amount of this protection, and disclose how the amounts are
reflected amongst the different countries and counterparties.

Notes to Consolidated Financial Statements

Note 19 – Fair Value Measurements, page 185

Valuation Technique s and Inputs for Level 3 Fair Value Measurements, page 202

2. We note your response to prior comment 16 from our letter dated August 22, 2012 where
you indicate that you would consider providing a weighted average of your significant
unobservable inputs for certain of your classes in future filings if deemed useful.  In lieu
of providing this weighted average range of significant unobservable inputs, please
provide additional qualitative information around the results of the ranges, including the
distribution  in the ranges.

Form 8 -K filed October 15, 2012

Exhibit 99.2

Supplemental Detail – Consumer Loans 30 -89 Days Delinquency Amounts and Ratios, page 37

3. We note from your disclosure that total Citigroup consumer loans past due 30 -89 days
increased from second quarter 2012 to third quarter 2012 by approximately $229 million.
This compares to a $446 million decrease in consumer loans past due 90+ days, as well
as apparent improvements in other credit metrics and ratios in the third quarter 2012.
Please t ell us the reason for the increase in consumer loans past due 30 -89 days and why
this trend appears to contradict your other, improving credit trends from period to period.

You may contact Brittany Ebbertt, Staff Accountant , at (202) 551 -3572 or me at (202)
551-3512  with any questions.

Sincerely,

        /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant