SecProbe.io

September 1 2, 2013

Via E -mail
John C. Gerspach
Chief Financial Officer
Citigroup  Inc.
399 Park Avenue
New York, NY 10022

Re: Citigroup Inc.
 Form  10-Q for the Quarterly Period Ended June 30, 2013
Filed August 2 , 2013
File No. 001 -09924

Dear Mr. Gerspach :

We have reviewed your filing an d have the following comment.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respo nse.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have additional comments.

Item 2.   Management’s Discussion and Analysis of Financial Cond ition and Results of
Operations

Citigroup Residential Mortgages  - Representations and Warranties, page 72

1. We note your disclosure regarding the June 28 , 2013 agreement you reached with Fannie
Mae to resolve potential future repurchase claims for breaches of representations and
warranties on 3.7 million residential first mortgage loans sold to Fannie Mae that were
originated between 2000 and 2012 .  Please file the agreement .

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

John C. Gerspach
Citigroup  Inc.
September 1 2, 2013
Page 2

  In responding to our comment , please provide a written 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 any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact  Eric Envall  at (202) 551 -3234  or Michael Seaman  at (202) 551 -3366  with
any other questions.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director