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CITI    1

FOIA Confidential Treatment Requested by Citigroup Inc.

March 4,
2008

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 U.S.
Securities and Exchange Commission (SEC) contained in your letter dated January 22,
2008.

Form 10-K

Note
4, Business Segments, page 120

1.                                       We note your
response to our prior comment 3 in your letter dated December 14,
2007.  Please address the following:

·                  In footnote 6 to the table
on page 3, and in numerous other similar tables throughout Management’s
Discussion and Analysis, define Return on Risk Capital as annualized income
from continuing operations divided by average risk capital.  Therefore, it appears that the most analogous
GAAP measure is Return on GAAP Capital, and that your calculation of Return on
Risk Capital can be reconciled to that measure.
Please revise your disclosure to reconcile the amounts adjusted from
your GAAP capital to arrive at your Risk Capital figure, or provide additional
information as to why you are unable to do so.

·                  Similarly, in footnote 6 to the table on page 3,
and in numerous other similar tables throughout Management’s Discussion and
Analysis, you define Return on Invested Capital as income adjusted to exclude a
net internal charge

CITI    2

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

                         Citigroup levies on the
goodwill and intangible assets of each business offset by each business’ share
of the rebate of the goodwill and intangible asset charge.  Therefore, it appears that the most analogous
GAAP measure is Return on GAAP Capital.
Therefore, please revise your disclosures to reconcile the amounts
adjusted from both your GAAP income and your GAAP capital.

Citigroup’s
Response:  As
discussed in our prior letter responses and filings with the Commission, we
believe the Return on Risk Capital and Return on Invested Capital, measures
which are based on internal models, are not readily reconcilable to a GAAP
equivalent.  Therefore, beginning with
Citigroup’s 2007 Form 10-K, we have decided to stop reporting these
non-GAAP measures in our Forms 10-K and 10-Q.

Note
23, Derivative Activities, page 148

2.                                       Please refer to
our previous comments 5 and 6 in our letter dated October 23, 2007 and
tell us the following additional information:

·                   For the floating rate available-for-sale debt
securities hedging relationship for which you considered only r and r2,
please tell us specifically if you believe you would have passed the slope and
t-test if you had considered them as a part of your hedge effectiveness
assessment methodology.

·                   If so, tell us the basis for this conclusion.

·                   If you do not have reason to believe you
would have passed the slope and t-test for these hedge relationships, please
tell us whether you believe the impact of not applying hedge accounting for
these hedges would have been material to the annual and quarterly periods for
the last three years.

·                   In the future, please include these outputs
in evaluating each hedging relationship for which you use the regression
analysis method of hedge effectiveness assessment.

Citigroup’s
Response:  [***]

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

CITI    3

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

3.                                       Please address
the following regarding your response to prior comment 8 from your letter dated
December 14, 2007:

·                   It is not clear from your response to the
bullet regarding your accounting for any dealer profit received whether the
dealer profit is eliminated in consolidation for income statement
purposes.  Please explain whether the
limitations you described are purely geographical in nature or may result in
double-counting on the income statement.
To the extent the latter situation is true, please tell us how you
concluded the impact is immaterial to the annual and quarterly periods during
the last three years.

Citigroup’s
Response:  [***]

·                   To the extent you historically applied, or
currently apply, the shortcut method to any relationship where cash is received
or exchanged with an external counterparty, or where you recognize a dealer
profit, please tell us how you determined that these relationships met the
criteria of paragraph 68(b) of SFAS 133.

Citigroup’s
Response:  [***]

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

CITI    4

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March 4, 2008

4.                                       Please refer to
your response to prior comment 16 from your letter dated December 14,
2007.  For the hedging instruments
selected in your limited random sample, you state that you determined that the
small daily changes in value are not quantitatively significant in the
instances where you failed the dollar offset ratio test due to a result outside
of the 80-125% range.

·                   Please tell us how you determine that the
failure of the dollar offset ratio test is solely due to the “law of small
numbers”.

·                   To the extent you determined that the failure
was solely due to the “law of small numbers”, please tell us the nature and
results of those procedures. Additionally, please tell us whether these
procedures were considered upfront as part of your hedge documentation.

·                   To the extent that you have not determined
that the failure was solely due to the “law of small numbers”, please provide
additional information regarding the materiality of the instances where you
continued to apply hedge accounting when you failed the dollar offset ratio.

Citigroup’s Response:  [***]

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

CITI    5

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March 4, 2008

5.                                       Please refer to
subsection E.iii of the documentation included in Appendix A of your response
letter dated December 14, 2007 and respond to the following:

·                   It appears in situations where reset/maturity
dates are different but “similar”, you have an inherent expectation that the
reset dates will realign in either one, three, or six months. Please tell us
your basis for this expectation, and how you verify that the reset dates really
do realign in the future for purposes of evaluating effectiveness.

Citigroup’s Response:  [***]

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

CITI    6

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

CITI    7

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

·                   Please tell us whether you have ever changed
your forecasted transaction in order to better align your cash flow pools with
the related hedging instruments.

Citigroup’s Response:  [***]

6.             Please tell us the following for
each type of hedged forecasted transaction:

·                   Whether you have missed any of your forecasts
(i.e. had more notional amounts of hedging transactions than actual hedgeable
forecasted transactions); and if so, the number of times and frequency;

Citigroup’s Response:  [***]

·                   Whether you consider “short-term conditions”
where you do not have a cash flow pool, as noted in subsection H of the
documentation included in Appendix A of your response letter dated December 14,
2007, to be missed forecasted transactions;

Citigroup’s Response:  [***]

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

CITI    8

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

·                   Whether you have ever changed the forecasted
transaction (example the “tagged or corresponding pool” or the key
characteristics of items included within a pool) of an established hedge; and

Citigroup’s Response:  [***]

·                   If so, how you considered the off-market
components of the swap at the time of de-designation and re-designation.

Citigroup’s Response:  [***]

Form 10-Q
for the Periods Ended September 30, 2007

Third
Quarter Management Summary, page 5

7.                                       You disclose
here that the change in your credit costs was affected by several factors,
including a change in your estimate of loan losses inherent in the portfolio
but not yet visible in delinquencies.
Please revise your future filings to quantify the impact of the factors
which materially affected it.  To the
extent the change in estimate is material, please revise to provide the
disclosures required by paragraph 22 of SFAS 154.

Citigroup’s
Response:  We
included the following language in the “Credit Reserves” section of the “Events
in 2007” in the MD&A of our 2007 Form 10-K:

“The $5.0 billion build in U.S.
Consumer reflected a weakening of leading credit indicators including
delinquencies on first and second mortgages and

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

CITI    9

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March 4, 2008

deterioration in the housing
market (approximately $3.0 billion), a downturn in other economic trends
including unemployment and GDP, as well as the impact of housing market
deterioration, affecting all other portfolios ($1.3 billion), and a change in the
estimate of loan losses inherent in the portfolio, but not yet visible in
delinquency statistics (approximately $700 million).

The $1.3 billion build in
International Consumer included a change in estimate of loan losses inherent in
the portfolio but not yet visible in delinquency statistics (approximately $600
million), along with volume growth and credit deterioration in certain
countries. With the exception of Mexico, Japan and India, the International
Consumer credit environment remained generally stable.

The build of $715 million in
Markets & Banking primarily reflected a slight weakening in overall
portfolio credit quality, as well as loan loss reserves for specific
counterparties. The loan loss reserves for specific counterparties include $327
million for subprime-related direct exposures.

During 2007, the Company changed
its estimate of loan losses inherent in the Global Consumer portfolio that were
not yet visible in delinquency statistics. The changes in estimate were
accounted for prospectively in accordance with FASB Statement No. 154, “Accounting
Changes and Error Corrections” (SFAS 154). For
the quarter ended March 31, 2007, the change in estimate decreased the
Company’s pretax net income by approximately $170 million, or $0.02 per diluted
share. For the quarter ended June 30, 2007, the change in estimate
decreased the Company’s pretax net income by $240 million, or $0.03 per diluted
share. For the quarter ended September 30, 2007, the change in estimate
decreased the Company’s pretax net income by approximately $900 million, or
$0.11 per diluted share.”

CAI’s Structured Investment Vehicles, page 7

8.                                       We note your
response to comment two from our letter dated October 23, 2007 whereby you
state that you had no contractual or implicit guarantees to support the SIVs’
commercial paper and medium-term notes, beyond the $10 billion of committed
liquidity disclosed in your third quarter Form 10-Q.  In light of that $10 billion commitment as of
September 30, 2007 and your subsequent commitment in December 2007,
which you state was important in order to support the senior debt instruments
issued by SIVs and to avoid a ratings downgrade and its market implications,
please address the following:

CITI    10

FOIA Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

·                   Please tell us whether you believe you had an
implicit variable interest in the form of a liquidity guarantee since inception
of each of the seven SIVs, and the basis for your conclusion.

Citigroup’s
Response:  [***]

·                   To the extent you did not believe an implicit
variable interest existed since inception of the SIV:

a.               Please tell us how you
concluded that your liquidity commitment of $10 billion, which you were not
contractually obligated to provide, was not evidence of a further implicit
guarantee existing as of September 30, 2007.

Citigroup’s
Response:  [***]

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

CITI    11

FOIA
Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

b.              Given the apparent
similarity between the FIN 46R methodology used at December 13, 2007 and
your hypothetical FIN 46R analysis at September 30, 2007 (where you
assumed you might purchase all of the commercial paper and medium-term notes of
the SIVs), please tell us what facts or assumptions changed that caused you to
conclude you had become the primary beneficiary of the SIVs as of December 13,
2007.

Citigroup’s Response:
[***]

c.               If the hypothetical
FIN 46R methodology conducted as of September 30, 2007 differed from the
methodology used at December 13, 2007, please explain those differences.

Citigroup’s Response:
[***]

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

CITI    12

FOIA
Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

d.              Please tell us
whether your conclusions regarding whether you were the primary beneficiary at
the inception of the SIV would have changed had you originally concluded this
implicit guarantee existed at inception and September 30, 2007.

Citigroup’s Response:
[***]

·                   We note your
response indicated that one of the factors that was considered in your September 30,
2007 FIN 46R analysis was the planned orderly sale of the SIVs’ assets to wind
down the SIVs. Please elaborate on what is meant by the “planned orderly sale
of assets” and how it impacted your expected loss calculations.

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

CITI    13

FOIA
Confidential Treatment Requested by Citigroup Inc.

Kevin
W. Vaughn

March
4, 2008

Citigroup’s Response:
[***]

9.                                       We
note your response to comment two from our letter dated October 23, 2007
regarding the collateralized debt obligations (CDO) transactions you
underwrote. You state that you began purchasing outstanding commercial paper in
anticipation of the exercise of the liquidity puts issued to commercial paper
investors. Please tell us:

·