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December 22, 2005

Mr. Donald A. Walker, Jr.

Senior Assistant Chief
Accountant

United States Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:                     Citigroup
Inc.

Form 10-K for Fiscal Year Ended December 31, 2004

Filed February 28, 2005

File No. 001-09924

Dear Mr. Walker:

This letter sets forth
the responses of Citigroup Inc. (“Citigroup,” the “Company,” or “we”) to the
comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”)
contained in your letter dated December 14, 2005. Citigroup’s responses
set forth below in italics correspond to the comments as numbered in the staff’s
letter.

Comment
1. You disclose that you defer trade date gains or losses on
derivative transactions where the fair value is not determined based upon
observable market transactions and market data, and that you recognize the
deferral in income when the market data becomes observable or over the life of
the transaction.  Please tell us:

•                  separately, what your conditions are for recognizing
gains and losses,

•                  how you determine whether to recognize all gains or
all losses when you obtain observable market data, and

•                  what method(s) you use to recognize the deferral over
the life of a transaction.

Response: Citigroup recognizes trade date gains
in compliance with footnote 3 of EITF Issue No. 02-3, “Issues Involved in
Accounting for Derivative Contracts Held for Trading Purposes and Contracts
Involved in Energy Trading and Risk Management Activities.” That is, trade date
gains are recognized only when there is observable market evidence – either of
other current market transactions or based on valuation techniques containing
observable market data. We determine whether the “observable market-based data”
standard has been met using a “preponderance of evidence” standard. In the very
uncommon situation where our model outputs suggest that we have a trade date
loss, that loss is immediately recorded.

1

In applying the preponderance of evidence standard we
consider whether the relevant data is readily and regularly available and
whether that data comes from multiple independent sources. We also consider how
transparent the source of the data is and whether it comes from an active and
liquid market (evidenced by actual transactions) and, when there are multiple
data sources, we examine the dispersion of the data to determine whether there
is a close consensus among marketplace participants. Not all of the above
characteristics must be met in every instance. The basis for our conclusion is
documented for significant transactions.

If we determine that a trade date gain must be
deferred, we amortize the deferred gain on a straight-line basis over the
contractual life of the transaction. Any unamortized balance is recognized
prior to the end of the contractual life of the trade only if (a) the
transaction is terminated early or (b) evidence sufficient to meet the
“observable market data” standard is obtained.

Comment
2. Tell us separately the amounts of trading gains and losses
at the inception of the transactions and recognized trading gains and losses
subsequent to inception during each period presented in your financial
statements.

Response: The trading gains deferred
at inception and recognized during each period presented in the 2004 10-K,
along with the resulting deferred balances, were as follows (in millions):

  Beginning

  Deferred

  Balance

  Deferred

  at

  Inception

  Recognized due to

  Price Verification/

  Early Termination

  Recognized due

  to

  Amortization

  Total

  Recognized

  Ending

  Deferred

  Balance

  2002

  $

  0

  $

  15

  $

  0

  $

  0

  $

  0

  $

  15

  2003

  $

  15

  $

  86

  $

  28

  $

  1

  $

  29

  $

  72

  2004

  $

  72

  $

  180

  $

  60

  $

  16

  $

  76

  $

  176

Comment
3. You state that you recognize physical commodity positions
held at fair value.  Please tell us the
authoritative literature you relied on in determining that it was appropriate
to carry physical commodities at fair value.
If you applied the AICPA Audit and Accounting Guide Brokers and Dealers
to these positions, tell us whether these positions are held by regulated
Broker-Dealer subsidiaries. If you apply the Broker-Dealer Guide to
non-regulated broker-dealer subsidiaries, tell us why you believe that these
entities are included in the scope of the guide.

2

Response:
Citigroup accounts for physical commodity positions at the lower of cost or
market (LOCOM) in accordance with Accounting Research Bulletin No. 43
Chapter 4, Inventory Pricing, Statement
9.

Our
accounting policy footnote contained in Citigroup’s 2004 Form 10-K failed
to distinguish between physical commodities carried at LOCOM and derivative
commodity instruments carried at fair value. We clarified this footnote as part
of our Form 8-K filing dated September 9, 2005. Footnote 1, Summary
of Significant Accounting Policies, in Exhibit 99.01 states, “physical
commodities are accounted for on a lower of cost or market (LOCOM) basis and
include physical quantities of commodities involving future settlement or
delivery, and related gains or losses are reported as principal transactions.”
We plan to present that clarification in all future financial statements filed
with the Commission.

We acknowledge, as requested in your letter to us, that in
addition to our comments provided herein:

(1) The
adequacy and accuracy of the disclosure in the Citigroup Inc. Form 10-K
for the fiscal year ended December 31, 2004 is the responsibility of the
Company.

(2) Staff
comments or changes to disclosure in response to Staff comments in a filing
reviewed by the Staff do not foreclose the Commission from taking any action
with respect to the filing.

(3) 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.

If you need additional
information, please contact the undersigned at 212-793-7913.

  Very truly yours,

  CITIGROUP INC.

  By:

  /s/ Sallie Krawcheck

  Name:

  Sallie Krawcheck

  Title:

  Chief Financial Officer

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