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CORRESP
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December 13, 2007

Mr. Christian N. Windsor

Special
Counsel

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

RE:                            Citigroup Inc.

Definitive 14A

Filed March 13, 2007

File No. 01-9924

Dear
Mr. Windsor:

We
are responding to your letter, dated September 26, 2007, to Mr. Charles
Prince (the “Letter”) regarding the executive compensation disclosure in the
above-referenced proxy statement filed by Citigroup Inc. (“Citi”). As described
in our correspondence to you dated October 24, 2007, we appreciate the
extended deadline, from October 26, 2007 to December 14, 2007, for a
written response to the Letter.

Set
forth below is Citi’s response to the comments made in the Letter, with the
comments repeated in italics for your convenience. The page numbers are
your references in the Letter to pages in Citi’s 2007 proxy statement.

Certain Transactions and
Relationships, page 10

1.               Please
indicate that loans that Officers and Directors have with Citigroup’s banking
subsidiaries were on the same terms, including interest rates and collateral,
as those prevailing for other persons not related to the lender, or provide the
information required by Item 404(a). Please refer to Instruction 4(c)(ii) to
Item 404(a) of Regulation S-K.

As disclosed on page 12
of the proxy statement, all loans to Directors and Officers of Citi were made
in the ordinary course of business and are on the same terms that prevailed at
the time for comparable transactions with other persons. Citi confirms that the
term “with other persons” includes “persons not related to the lender.”  In future filings, we will revise our
statement to read as follows: “The transactions were made in the ordinary
course of business on substantially the same terms, including interest rates
and collateral, that prevailed at the time for comparable transactions with
other persons not related to the lender
and did not involve more than the normal risk of collectibility or present
other unfavorable features.”

Committees of the Board of
Directors; Personnel and Compensation Committee, page 27

2.              Please
discuss the Compensation Committee’s engagement of outside advisors. In
particular, please discuss the material elements of the instructions given to
the consultants and the nature and scope of the advisor’s assignments. Please
refer to Item 407(e)(3) of Regulation S-K.

Citi believes that text on pages 27 and 38
discloses the material elements of the instructions actually given to
consultants regarding 2006 compensation and the actual nature and scope of the
assignments, as the instructions given to the consultants were general and
nonspecific so as not to interfere with the professional judgment of the
consultants. If, in future years, the Personnel and Compensation Committee (the
“Committee”) gives consultants more specific written instructions, Citi would
consider providing additional disclosure.

Compensation Discussion and
Analysis, page 36

3.              You
discuss the measures of corporate performance which the Compensation Committee
considers in making grants of equity and non-equity compensation to the named
executive officers. It appears that Citigroup met most if not all of the
performance targets that the Committee considered in making grants under the
incentive plan and yet the awards paid for that performance were less than the
maximum award available. Please disclose the relevant factors that the
Committee considered, including any discretion that the Committee exercised in
determining the size of the awards made to the named executives, and how those
factors affected the awards made under the program. Please refer to Item
402(b)(1)(v) and 402(b)(2)(v, vi and vii).

We believe that Citi complied with Items 402(b)(1)(v) and
402(b)(2)(v, vi and vii) through the discussion of the “Process for determining
executive officer compensation” appearing on pages 38 through 40. The
factors considered by the Committee were disclosed, along with performance
against those measures. Quantitative and qualitative factors other than Citi
performance against targets are considered by the Committee when determining
the amounts of the incentive awards. While it is true that significant progress
was made against many Citi-wide performance goals (as stated in the Senior
Executive Compensation Guidelines), individual compensation awards were also
benchmarked against peers and individual performance measures and pay history
were taken into account. This process, pursuant to which the Committee
exercised its judgment in making individual awards, is disclosed on pages 38
through 40.

Accordingly, Citi believes
that it disclosed the factors considered by the Committee and how those factors
affected the incentive awards, and in future proxy statements, will continue to
do so in accordance with SEC requirements. Nonetheless, where appropriate, Citi
will supplement disclosure in future filings to more clearly relate the
discussion of Citi’s performance under the Senior Executive Compensation
Guidelines to factors that the Committee considered in making individual awards
to the named executives.

4.              There
appear to be material differences in the compensation packages for Mr. Prince,
Mr. Rubin and Mr. Druskin, which are significantly higher than the
amounts paid to the other named executive officers. Please discuss any material
differences in the compensation

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programs for the different
named executives and discuss the reasons for material differences in the pay
amounts of the various named executive officers. Please refer to Section II(b)(1) of
Commission Release 33-8732A and also refer to Item 402(b)(2)(viii) of
Regulation S-K.

Citi would like to emphasize
that no differences in compensation programs were
disclosed because, as disclosed on pages 36 through 38 under the discussion
of the elements of compensation, the programs are
generally the same for all named executive officers.

The material differences in
compensation largely result from the exercise of Committee discretion, taking
into account the performance criteria disclosed in detail on page 39. As
mentioned on page 38, the Committee exercises a significant degree of
discretion in awarding compensation, eschewing formulaic approaches:

Accordingly, each named
executive officer’s incentive and retention compensation was determined using a
balanced approach that considered, in the context of a competitive marketplace,
factors contributing to the financial performance of Citigroup and the
executive’s individual leadership.

This non-formulaic approach
can lead to significant differences in individual awards, as the Committee must
take into account the “competitive marketplace” for individuals with widely
differing job responsibilities at Citi, length of service at Citi, sizes of the
business for which they are responsible, and tenure in the financial services
industry.

It should be noted that the
differences in the compensation paid to the named executive officers as shown
on the Summary Compensation Table were attributable in significant part to
the difference in value between the equity awards made by the Committee at fair
value and the FAS 123R values of the awards as required to be shown on that
Table. Please compare the total awards shown on page 40 to the totals in
the Summary Compensation Table on page 44. The reasons for this element of
the difference in compensation among the named executive officers are detailed
in the alternative presentation of the equity awards appearing on pages 40
through 42; the difference in large part results from the differences in
age and service among the executives, which lead to differing approaches to amortizing
awards under FAS 123R. Citi developed this exceptionally detailed alternative
presentation, which we believe to be unique among major company disclosure,
primarily to address the issue raised in this comment.

Accordingly, Citi believes
that it disclosed the reasons for the differences in compensation among the
named executives in its 2007 proxy statement, and in future proxy statements,
will continue to do so in accordance with SEC requirements.

Benchmarking, page 38

5.              You
discuss the peer companies whose compensation programs the Committee considers
in evaluating compensation and corporate performance of the named executive
officers. Please discuss, in greater detail, how the Committee uses the
information from the benchmarked companies, including any instance the
information regarding the performance

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or pay practices of the peer
group directly affected the Committee’s compensation award determination for
the named executive officers.

We reviewed the Committee’s approach to awarding
compensation for 2006, and continue to believe the material uses of the
benchmarking information obtained by the Committee were disclosed. For purposes
of benchmarking compensation as described in its 2007 proxy statement, Citi
compared the total compensation of its named executive officers against the
median level for peer companies for 2006, as described on page 38. The
performance and pay practices of the peer group did not directly affect the
Committee’s compensation award determination for the named executive officers
(in the way, for example, that individual or company performance factors did). Rather,
they served as background information for the judgments made by the Committee,
and as such, were properly reflected in the discussion in the proxy statement.

In future disclosure, Citi will similarly disclose
how the Committee uses the information from the benchmarked companies, and
where the performance and pay practices of the peer group do not directly
affect or determine the Committee’s compensation award to any named executive
officer, the disclosure will so state.

Awards Made By Committee, page 40

6.              Please
clarify how the Committee valued the stock awards that are discussed in your
alternative presentation. For example, do these values represent the grant date
fair value of the awards?

As disclosed on page 42
of the proxy statement, the Committee used the grant date fair value as the
value of the awards. In future proxy statements, this disclosure will appear
earlier in the alternative presentation discussion, as necessary to clarify the
Committee’s approach to the awards.

7.              You
disclose that the Compensation Committee did not consider the value of the
reload stock options as compensation for 2006. Please explain why the Committee
does not view reload options as compensation.

The alternative presentation does not  express a general view on whether reload options should be
reflected as compensation. Rather, the alternative presentation discloses that
the Committee does not view stock options granted as a result of the exercise
of a reload option granted in a prior year as compensation awarded by
the Committee  for the year in which the
reload option was exercised. Such a grant is not a discretionary
award; rather, the grant is made pursuant to the terms of a previously granted
reload option. The grant upon exercise is a pre-existing contractual obligation
of Citi, is automatic in all respects and requires no decisions on behalf of
Citi or the Committee. Accordingly, it is not appropriately viewed as
compensation awarded by the Committee for the year of exercise.

The disclosure focuses on what management believes
is the most important feature of Citi’s approach to reloads. The existence of
these reload options is not taken into account when making decisions concerning
current year compensation of the named executive officers, as such decisions
are based on current year performance. Citi has not granted new stock options
with the reload feature since 2003, and under the terms of the 1999 Stock
Incentive

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Plan as amended in 2005, cannot grant new options
with a reload feature under the terms of that Plan. There are stock options
granted prior to 2003 with reload rights that are still outstanding, and these
options reflect compensation decisions made in prior years.

Potential Payments Upon
Termination or Change in Control, page 57

8.              On page 60,
you discuss the effect of a change in control on the named executives’ equity
compensation, through the provisions of Citigroup’s equity compensation plans. Please
revise this section to describe the events which would give rise to the
change in control provisions of these plans. Also, since one of the possible
actions which the Committee could choose in the event of a change in control
would be acceleration of vesting, please quantitatively value the effect of an
acceleration of vesting upon the equity payments available to the named
executives. Please refer to Item 402(j) of Regulation S-K and to Section II(C)(1)(c) of
Release 33-8732.

In future disclosure, Citi will remove the
cross-reference to the terms of the equity plans and provide a plain English
summary of the definition of “change in control” appearing in the plans.

As disclosed on page 60,
the quantitative value of the acceleration of vesting of the equity awards is
disclosed in the Outstanding Awards at Fiscal Year-End Table. The response to
Comment 9 below explains why this cross-reference is appropriate.

9.              You
refer the reader back to the Outstanding Equity Awards at Year End table to
determine the amount of options which will vest on schedule for named
executives who meet the Rule of 75 and the Rule of 60. While Item 402(j) of
Regulation S-K permits companies to refer to the Pension and Deferred
Compensation tables, it is silent as to references to the Outstanding Equity
Awards table. Provide a quantitative valuation of the restricted shares which
will vest upon the termination of the named executives.

Throughout the discussion of
Potential Payments Upon Termination or Change in Control, quantitative values
that are required to be disclosed in Citi’s proxy statement were disclosed through
cross-references to the Outstanding Equity Awards at Year-End Table whenever
such values were shown there. Citi adopted this presentation approach in order
to aid investor understanding of its compensation programs by underscoring the
fact that post-termination payments promised to Citi executives generally are
equity awards previously disclosed for prior years’ services. They are not new
awards or payments granted solely to protect the executive in the event of
termination or change in control. The alternative approach, in which the
numbers would be set forth a second time, would likely cause investor confusion
about whether these amounts were the same as, or in addition to, the amounts
set forth in the Outstanding Equity Awards at Year-End table. Furthermore, the
terms of post-termination or change in control payments to Citi executives are
completely unlike “golden parachutes” or other promises that may be made
to executives that would not be paid in the absence of a change in control and
that are a primary focus of investor concern. Accordingly, presenting the
information through a clear and simple cross-reference as Citi has done, rather
than through repetition of the same data in two places, is consistent with
principles-based disclosure and the desire for short and understandable
presentation approaches. It also highlights the substantive distinction between
payments

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that would be made in any
event without a change in control, as compared to parachute payments that are
only payable as a result of a change in control.

With regard to the silence
in the rules regarding cross-references to the Outstanding Equity Awards
at Year-End Table, Citi strongly believes that the post-termination and change
in control provisions of its equity plans are exactly like
the vesting and payment provisions of pension benefits and deferred
compensation. With pension ac