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SEC Company Response from CITIGROUP INC (C, C-PN) (CIK 0000831001) (C) — May 11, 2011

CITIGROUP INC (C, C-PN) (CIK 0000831001)
Date: May 11, 2011 · CIK: 0000831001 · Accession: 0000950123-11-048767

AI Filing Summary & Sentiment

File numbers found in text: 333-172562

Date
May 11, 2011
Author
Not clearly detected
Form
CORRESP
Company
CITIGROUP INC (C, C-PN) (CIK 0000831001)

Letter

CITIGROUP INC.

399 Park Avenue

New York, NY 10043

May 11, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mark Webb

Re:

Citigroup Inc.

Registration Statement on Form S-3 (No. 333-172562)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citigroup Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (No. 333-172562) so that it will become effective at 12 p.m., New York City time, on May 12, 2011, or as soon thereafter as practicable.

The Company hereby acknowledges that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action with respect to the filings; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filings; and (3) the Company may not assert staff comments and 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.

If you have any questions on this matter, please call the undersigned at (718) 248-4107.

Very truly yours,
CITIGROUP INC.

Show Raw Text
CORRESP
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corresp

CITIGROUP INC.

399 Park Avenue

New York, NY 10043

May 11, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mark Webb

    Re:

    Citigroup Inc.

    Registration Statement on Form S-3 (No. 333-172562)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citigroup Inc. (the
“Company”) hereby requests acceleration of the effective date of the Registration Statement on Form
S-3 (No. 333-172562) so that it will become effective at 12 p.m., New York City time, on May 12,
2011, or as soon thereafter as practicable.

     The Company hereby acknowledges that (1) should the Securities and Exchange Commission (the
“Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective,
it does not foreclose the Commission from taking any action with respect to the filings; (2) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filings effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filings; and (3) the Company may not assert staff comments and
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.

     If you have any questions on this matter, please call the undersigned at (718) 248-4107.

    Very truly yours,

CITIGROUP INC.

    By:
    /s/ Michael J. Tarpley

    Michael J. Tarpley

    Associate General Counsel-Capital Markets