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CORRESP
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  Mr.
  Gary Crittenden

  Citigroup
  Inc.

  Tel

  212
  793 5175

  Chief
  Financial Officer

  399
  Park Avenue

  Fax

  212
  793 5299

  3rd
  Floor

  crittendeng@citi.com

  New
  York, NY 10022

CITI 1

FOIA Confidential Treatment Requested by Citigroup Inc.

December 14,
2007

Kevin
W. Vaughn

Branch
Chief

Securities
and Exchange Commission

100
F Street, N.E.

Mail
Stop 4561

Washington,
DC 20549

RE:         Citigroup Inc.

                Form 10-K for
Fiscal Year Ended December 31, 2006

                Filed February 23,
2007

                File No. 001-09924

Dear
Mr. Vaughn:

Enhancement
of the overall disclosures in filings by Citigroup Inc. (“Citigroup,” the “Company,”
or “we”) is an objective that we share with the Staff and one that we consider
in all our filings.  This letter sets
forth the responses of Citigroup to the comments of the staff of the SEC
contained in your letter dated October 23, 2007.

Selected Revenue and Expense Items

U.S. Consumer Lending, page 26

1.               We note your response to our
prior comment 2 in our letter dated July 3, 2007 in which you state that
you did not disclose the amount of mortgage backed securities and residual
interests collateralized by non-prime mortgages held by U.S. Consumer due to
immateriality.  From your disclosures in
your Forms 8-K filed on October 15, 2007 and October 1, 2007, it
appears that you do have a material exposure to non-prime instruments as these
instruments caused you to record a $1.56 billion loss in the third
quarter.  Please revise to disclose the
specific amount of your exposure to these types of instruments.  Please separately quantify the amount of
exposure related to loans held for investment, loans held for sale, investments
held as a result of securitizations, and any other types of instruments you may
hold for each segment in which you have exposure.  Quantify the amount of non-prime loans you
hold in your loan warehousing facility at each period end.

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The following information has been redacted in accordance with Citigroup’s
request for confidential treatment.

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Off Balance Sheet Arrangements, page 92

2.               Please tell us whether you
are providing any support to your off-balance sheet entities that is different
than what you are contractually committed to.
If so, please tell us and disclose the nature of this additional support
and tell us whether you considered this a reconsideration event for purposes of
your FIN 46(R) analysis.  If not,
why not?

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The following information has been redacted in accordance with Citigroup’s
request for confidential treatment.

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The following information has been redacted in accordance with Citigroup’s
request for confidential treatment.

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The following information has been redacted in accordance with Citigroup’s
request for confidential treatment.

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Note 4.  Business Segments, page 120

3.               We note your response to our
prior comment 4 in our letter dated July 3, 2007.  We also note your disclosures made in
Citigroup’s 2006 Form 10-K referenced in your response.  Your measures of Return on Risk Capital and
Return on Invested Capital constitute non-GAAP measures as defined by Item 10(e) of
Regulation S-X.  These measures are
exempted from the non-GAAP disclosures if they are considered measures of
profit or loss reported to the chief decision maker and are disclosed in your
financial statements pursuant to the requirements of SFAS 131.  Therefore,

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The following information has been redacted in accordance with Citigroup’s
request for confidential treatment.

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please revise to present these measures in your audited financial
statement footnotes as part of your segment disclosures under SFAS 131.  Alternatively, please provide the non-GAAP
disclosures required by Item 10(e) of Regulation S-X.

Citigroup’s Response:
These measures are supplemental measures of performance in the business
and are reported to the chief decision makers.
While these measures and the accompanying discussion are over and above
the required GAAP ratios included, we feel that these ratios add an additional
level of clarity to the readers of the Management Discussion and  Analysis.  As reported in our
prior response to the Commission, these measures are based on internal models
and do not have a GAAP equivalent to which we can reconcile.  Therefore, we do not feel it is appropriate
to include the information in our audited financial statements.

Note 23, Derivative Activities, page 148

4.               We note that you use the
matched terms method of assessing hedge effectiveness for certain of your cash
flow hedges.  In light of all of the
terms that you state must exactly match, and the fact that you do not specifically
exclude any terms from consideration when applying the matched terms method,
please tell us whether these relationships either (a) do not qualify for
the shortcut method, or (b) they could qualify for the shortcut method,
but you have not elected to use that approach.
If (a) is true, please tell us which requirement(s) of the
shortcut method were not met.

Citigroup’s Response:
As discussed in our prior response letter dated August 20, 2007,
Citigroup utilized the matched terms method for the following cash flow hedges:

  Could qualify

  Cash
  Flow Hedge

  for shortcut?

  Reason

  Benchmark interest rates
  on the forecasted issuance (rollover) of fixed rate short term liabilities

  No

  Hedged items include forecasted issuances of
  liabilities as opposed to recognized liabilities.

  Benchmark interest rates
  on variable rate liabilities

  No

  Hedged items include interest payments on
  forecasted issuances of liabilities as opposed to recognized liabilities.

  Benchmark interest rates
  and foreign exchange (FX) rates on foreign currency (FCY) denominated
  variable rate debt

  No

  Hedged risk includes foreign exchange risk, not
  solely the benchmark interest rate.

  Overall cash flows
  related to the forecasted purchase of mortgage-backed securities

  No

  Hedged items include forecasted purchases of
  assets as opposed to recognized assets. Hedged risk includes overall cash
  flows, not solely the benchmark interest rate.

  FX risk on forecasted
  issuances of FCY denominated debt

  No

  Hedged items include forecasted issuances of liabilities
  as opposed to recognized liabilities. Hedged risk includes foreign exchange
  risk, not solely the benchmark
  interest rate.

  FX risk on FCY
  denominated fixed rate debt

  No

  Hedged risk includes foreign exchange risk, not
  solely the benchmark interest rate.

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5.               Please refer to our prior
comment 5 in our letter dated July 3, 2007.  We note that you consider the regression
outputs of r and r2 and r
when determining whether your hedges were effective for the floating rate
available-for-sale debt securities and held for sale mortgage loans,
respectively.  Please tell us why you do
not include slope and T-test in your assessment of hedge effectiveness.  Additionally, please tell us the software you
use to obtain the regression outputs for your analysis.  Refer to the speech given by John James at
the 2003 Thirty-First AICPA National Conference on Current SEC Developments,
which highlighted the minimum number of measures a company should consider if
they were using a statistical technique to assess effectiveness.

Citigroup’s
Response:

Floating
rate available-for-sale debt securities

The available-for-sale debt
securities hedged under this program pay a return indexed to an institutional
money market fund, which is not a benchmark interest rate.  As such, the hedge program encompasses
overall variability in interest receipts on the debt securities.  The hedging instruments are receive-fixed, pay-floating
(1-month LIBOR) interest rate swaps.  In
order to assess whether the differences between the interest receipts on the
debt securities and interest payments on the swaps would still result in a
hedging relationship that is highly effective, management assessed r and r2,
comparing each money market fund’s historical return versus 1-month LIBOR for a
statistically valid sample of data.

The floating rate
available-for-sale debt securities that the hedge program covers were purchased
prior to the original effective date of SFAS 133 and no new hedged items have
been added since 2003.  The relationships
under this hedge program have demonstrated high correlation outputs for r and r2 from
January 1996 through the current period assessments.  Given that the actual results of the hedge
have been highly effective since inception and because the original designation
of these hedging relationships pre-dated the John James speech, additional
regression outputs, such as slope and T-test were not incorporated into our
assessment of effectiveness.

Held-for-sale mortgage loans

The hedge program for
held-for-sale mortgage loans was implemented in 2001 in connection with the
adoption of SFAS 133 and related implementation guidance in place at the
time.  In order to assess whether the
changes in value of the MBS forwards are expected to be highly effective in
achieving offsetting changes in the held-for-sale mortgage loans, management
has used r as a regression output since the inception of the hedge program.  The relationships have demonstrated high
correlation for r since implementation of the hedge program.

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FOIA Confidential Treatment Requested by Citigroup Inc.

Since the hedge program predated
the John James speech in December 2003 and has been proven to be effective
since inception, we did not incorporate additional regression outputs, such as
slope and T-test into our assessment.
However, as indicated in our August 20, 2007 letter, we decided to
discontinue hedge accounting under SFAS 133 for all held-for-sale mortgage
loans covered by this hedge program and elect the fair value option under SFAS
159 prospectively for new held-for-sale mortgage loans in the third quarter of
2007.

In addition, not applying SFAS 133 hedge accounting for this program in
the U.S. mortgage business would have had an immaterial impact on all annual
periods reported since 2004.

We use Microsoft Excel’s Data Analysis Toolpack in
certain hedge programs and the Bloomberg MRA tool in other hedge programs to
obtain the regression outputs for our analysis.

6.               Please refer to our prior
comment 5 in our letter dated July 3, 2007.  Please clarify what you mean when you state
that r2 is the “primary
consideration” in your hedge effectiveness testing and that you do not
specifically exclude any regression outputs from consideration.  For example, tell us whether based on your
methodology you could pass the r2 test and fail the slope or T-test and still
conclude that the hedge is highly effective.

Citigroup’s Response:
In our letter dated August 20, 2007, we provided the following
table that lists all our hedge programs as of December 31, 2006 and March 31,
2007 that utilize regression analysis to test effectiveness.

  Regression

  Hedge

  outputs

  Type

  Risk being hedged

  considered

  Assets

  Floating rate
  available-for-sale debt securities

  Cash Flow

  Benchmark interest
  rates

  r2, slope, T-Test

  Floating rate
  available-for-sale debt securities

  Cash Flow

  Overall cash flows

  r2, r

  Fixed rate
  available-for-sale debt securities

  Fair Value

  Benchmark interest
  rates

  r2, slope, T-Test

  Held for sale mortgage
  loans

  Fair Value

  Overall fair value

  r

  Liabilities

  Forecasted issuances of short term fixed rate
  liabilities subject to rollover

  Cash Flow

  Benchmark interest
  rates

  r2, slope, T-Test

  Federal funds purchased

  Cash Flow

  Overall cash flows

  r2, slope, T-Test

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FOIA Confidential Treatment Requested by Citigroup Inc.

The following response applies to
all hedge programs in the table except the hedges of floating rate
available-for-sale debt securities and held-for-sale mortgage loans, which are
both discussed separately in our response to comment 5 above.

By “primary consideration,” we
intended to convey that r2 is the principal
statistical output that is considered when assessing effectiveness using a
regression analysis.  This is the
principal measure discussed in SEC speeches in both 1996 and 2003 by Robert
Lipe and John James, respectively, with the latter supporting the use of an r2 hurdle of 0.8 in
order to meet the assumption of effectiveness.
Consistent with the guidance in DIG Issue E7 and the SEC speeches, we
believe the assessment of statistics can be complex, and several outputs are
examined in each instance.  However, we
consider the relative importance of the various regression outputs based on the
facts and circumstances of the individual hedging relationship. For example,
where we are examining potential ineffectiveness created by a mismatch of the
reset date on the interest rate swap (hedging instrument) and issuance date of
the short-term fixed-rate liability (hedged item), we utilize a regression
analysis to demonstrate that, based on historical data, the potential
ineffectiveness is not significant.  In
this instance, the differences between LIBOR fixings for the given mismatch in
dates would be plotted, and an r2 calculated. We would require this to be greater than
0.8.  We would also evaluate the slope
(we would expect in this instance that the slope would be close to 1) and the
T-test (we look to this output in order to support the validity of our
regression analysis).  Based on our methodology, we could not pass the r2 but
fail the slope or T-test and still conclude that the hedge is highly effective.

7.               Please refer to our prior
comments 6 and 7 in our letter dated July 3, 2007.  The information you provided in your response
relates only to December 31, 2006 and March 31, 2007.  Please provide the information requested for
all reported periods contained in your Form 10-K.  Further, please tell us the specific hedging
strategies in existence during all reported periods for which you changed your
method of assessing hedge effectiveness.

Citigroup’s Response:
We included the following response to comment 6 in our letter dated August 20,
2007.  Our response is the same for all
reported periods contained in our Form 10-K for fiscal year ended December 31,
2006.

“As of December 31, 2006 or March 31,
2007, we did not use any methodologies to assess hedge effectiveness other than
those listed above and disclosed in Note 23 of our 2006 Annual Report.  We did not make qualitative assumptions of
effectiveness without performing quantitative tests.  We did not use multiple types of tests (for
example, both dollar offset ratio and regression analysis) on the same hedging
relationship to determine that a hedge is effective if one test may have
failed.  We did not use statistical
methods other than regression.”

We included the following response to comment 7 in our letter dated August 20,
2007. This response is the same for all reported periods contained in our Form 10-K
for the year ended December 31, 2006.

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“The primary segments that employ SFAS 133 hedge accounting are Global
Consumer, Markets and Banking, and Corporate/Other.  Each hedging relationship requires an
external derivative to be designated as the hedging instru