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  DIRECT DIAL

  (212)
  559-3918

  DIRECT FAX

  (212)
  793-4401

  EMAIL ADDRESS

  turnbulld@citi.com

June 17, 2008

FOIA
CONFIDENTIAL TREATMENT REQUEST

BY
EXPRESS MAIL

  Ms. Celia
  Winter

  FOIA
  Confidential Treatment Officer

  U.S. Securities
  And Exchange Commission

  Operations
  Center

  6432 General
  Green Way

  Alexandria, VA
  22312-2413

RE:                  Citigroup Inc. Letter to Mr. Kevin W.
Vaughn, Branch Chief at the Securities and Exchange Commission (the “Commission”)
Re: Citigroup Inc.’s Form 10-K for Fiscal Year Ended December 31,
2006, Form 10-K for Fiscal Year Ended December 31, 2007, and Form 10-Q
for the period

Ended March 31, 2008

Dear Ms. Winter:

Pursuant
to Rule 83 of the Commission’s Rules on Information Requests, 17
C.F.R. § 200.83, I hereby request confidential treatment of the following items
contained in the letter of Gary Crittenden, Chief Financial Officer of
Citigroup Inc., to Mr. Kevin W. Vaughn of the Commission, dated June 17,
2008: (a) Response #1 beginning on the page labeled CITI 2 and ending
on the page labeled CITI 3; (b) Response #2 beginning on the page labeled
CITI 3 and ending on the page labeled CITI 5; (c) Response #5
beginning on the page labeled CITI 6 and ending on the page labeled
CITI 7; (d) Response #6 beginning on the page labeled CITI 7 and
ending on the page labeled CITI 10; (e) Response #9 beginning on the page labeled
CITI 12 and ending on the page labeled CITI 15; and (f) Response #12
beginning on the page labeled CITI 18 and ending on the page labeled
CITI 21 (collectively, the “Confidential Materials”).  The Confidential Materials were sent via
express mail today to Mr. Vaughn at the Washington, D.C. office of the
Commission.

If any person (including any government employee who is not an employee
of the Commission) should request an opportunity to inspect or copy any or all
of the

Confidential
Materials, I request that I (i) be promptly notified of such request; (ii) be
furnished with a copy of all written materials pertaining to such request
(including, but not limited to, the request itself and any Commission
determination with respect to any such request); and (iii) be given
sufficient advance notice of any intended release of the Confidential Materials
so that Citigroup Inc., if it deems it necessary or appropriate, may pursue any
remedies available.  We would likewise
appreciate being advised promptly as to any determination not to accord
confidential treatment to the Confidential Materials.  In the event the Commission is inclined to
release the Confidential Materials, I request that I be notified by telephone
(212-559-3918).  If the Commission is not
satisfied that the Confidential Materials are exempt from disclosure, Citigroup
Inc. will supply further evidence and request a hearing on the claim of
exemption.

Please acknowledge receipt of this letter by signing in the space
provided on the enclosed duplicate copy of this letter and returning it to me
in the enclosed self-addressed, postage pre-paid envelope.

  Very
  truly yours,

  /s/ Douglas
  C. Turnbull

  Douglas
  C. Turnbull

  Senior
  Counsel

Enclosures

  cc:

  Mr. Kevin
  W. Vaughn

  Branch Chief

  Securities and
  Exchange Commission

  100 F Street,
  N.E.

  Mail Stop 4561

  Washington,
  D.C. 20549

  RECEIPT
  ACKNOWLEDGED:

  FOIA
  Officer

2

CITI 1

FOIA Confidential Treatment Requested by
Citigroup Inc.

June 17, 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

  Form 10-K for Fiscal Year Ended
  December 31, 2007

  Form 10-Q for the period Ended
  March 31, 2008

  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 May 7, 2008.

2006 Form 10-K

Financial Statements

Note 23. Derivative Activities, page 148

1.                                       Please refer to
your response to prior comment 4 in your letter dated March 4, 2008 and
address the following:

CITI 2

FOIA Confidential Treatment Requested by
Citigroup Inc.

·                  In
support of your assertion made in the last sentence of your response to comment
4, please expand the testing you performed on the second quarter of 2007 to
include additional periods between January 1, 2005 and December 31,
2007.

·                  Please
tell us if you have plans to change the method of effectiveness testing used in
these hedging strategies.  If so, please
tell us the method you will use, the timeline involved in switching to any new
method, and confirmation that you will dedesignate and redesignate any existing
hedge relationships when you change your method of assessing
effectiveness.  Also, please tell us the
notional value of hedging instruments you plan to continue to test under the
current method.

Citigroup’s Response: [***]

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

2

CITI 3

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

2.                                       Please refer to
your response to prior comment 5 in your letter dated March 4, 2008.  Please provide us an expanded discussion of
your test methodology along with a representative example of how to apply
it.  Clarify in the narrative and in the
example what you mean by the third sentence of your response to comment 5.
Additionally, to the extent the results of your testing methodology indicate
that it is not probable that the reset dates will realign in either one, three
or six months, please tell us how you concluded this assumption is reasonable,
or provide us with an analysis that the impact of this assumption is not
material.

Citigroup’s
Response: [***]

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

3

CITI 4

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s
Response (cont’d): [***]

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

4

CITI 5

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

2007 Form 10-K

U.S. Consumer Mortgage Lending, page 50

3.                                      We
note you present your lending exposure on first and second mortgage loans here
based on FICO scores and LTVs solely as of the origination date. With the
deterioration experienced in the mortgage market, please revise your future
filings to more clearly disclose the extent to which you measure your risk
based on more current market information, such as updated appraisals and credit
scores. If you obtain and utilize such updated information, please revise your
future filings to provide additional disclosures to reflect that data and any
trends represented. If you do not obtain such updated data, please disclose
that fact as well as any other steps you take to mitigate the lack of updated
data.

Citigroup’s Response:  FICO scores and certain LTVs are updated periodically
and considered in our risk measurement process.
Beginning with our third quarter 2008 Form 10-Q, we will provide
additional disclosures to reflect more current information and the related
trends.  We will also augment our
disclosures to present more clearly the extent to which we use current market
information in our risk measurement process.

4.                                      In
future filings, please consider providing maturity and interest rate
sensitivity information similar to that required by Item 3.B of Industry Guide 3
for your first and second residential mortgage loans which would separately
quantify your exposure to variability in these portfolios.

Citigroup’s Response:  Our 2008 Form 10-K and future annual
filings will provide the maturity and interest rate sensitivity information
similar to that required by Item 3.B of Industry Guide 3 for our first and
second residential mortgage loans which will separately quantify our exposure
to variability in these portfolios.

Citigroup’s Response: [***]

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

5

CITI 6

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup Derivatives, page 57

5.                                       Please refer to
prior comment 11.  We note the table
added on page 57 of your Form 10-K for the year ended December 31,
2007 in response to our comment which shows mark-to-market receivables/payables
and the adjustment that you make for “netting adjustments, cash collateral and
market value adjustments” to arrive at net receivables/payables.  In future filings, please separately present
or disclose the value of the market value adjustments (separately for credit
value adjustments and debit valuation adjustments) and provide clarification on
what these adjustments represent.

Citigroup’s Response:
[***]

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

6

CITI 7

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

Municipal Securities Tender Option Bond (TOB)
Trusts, page 92

6.                                       Please tell us
how you determined you are not required to consolidate the proprietary TOB
trusts when the residuals are held by a hedge fund that is consolidated and
managed by the company.  In this regard,
please address the following:

·                  In your
response, please expand on your reliance on the AICPA Investment Company Audit
Guide in making your determination, and discuss how you determined it applies
to your facts and circumstances.

·                  Tell us the
number of proprietary TOB trusts that you do not consolidate because the
residuals are held by a hedge fund consolidated by you, versus the number of
those proprietary TOB trusts that are consolidated by you.

·                  Tell us whether
the hedge funds consolidated by you acquired their interests in the proprietary
TOB trusts before or after you began consolidating the hedge fund.

·                  Given that it
appears that Citigroup and the hedge fund would be considered related parties
for purposes of FIN 46R, please provide us with your analysis of the criteria
in paragraph 17 of FIN 46R as to how you concluded that Citigroup was not the
party that was most closely associated with the proprietary TOB trust.

Citigroup’s Response:

Citigroup’s Response: [***]

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

7

CITI 8

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

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

8

CITI 9

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

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

9

CITI 10

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response (cont’d): [***]

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

10

CITI 11

FOIA Confidential Treatment Requested by
Citigroup Inc.

Reports of Independent Accountants, pages 102 and 103

7.                                       Please revise to
properly evidence the signature(s) of the independent public accounting
firm that issued its report on internal controls over financial reporting and
on the consolidated financial statements.
Please refer to Rule 302 of Regulation S-T.

Citigroup’s
Response:  In
future filings, we will include the conforming signature (/s/ KPMG LLP) of our
independent public accounting firm on their report on internal controls over
financial reporting and for their audit of our consolidated financial
statements and notes.  We maintain the
original signatures from our independent public accounting firm in our legal
files.

Financial Statements

Note 4.  Business Segments, page 128

8.                                       We note your
disclosure here and elsewhere of the loss from continuing operations in the
Markets and Banking segment.  We further
note the continuing loss this segment experienced in the first quarter of 2008
as disclosed in your Form 10-Q filed May 2, 2008.  Please address the following:

·                  Please tell us
how you considered these losses in performing your impairment analysis of
goodwill and other intangible assets.

Citigroup’s Response:  We identified the losses in the Markets and
Banking segment in the fourth quarter of 2007 and the first quarter of 2008 as
triggering events for goodwill impairment tests under paragraph 28 of SFAS
142.  As a result, we performed goodwill
impairment tests as of October 31, 2007 and February 29, 2008.  There was no impairment identified in either
of the tests.

The losses in the Markets and Banking segment were generated in the
Fixed Income & Credit Derivatives unit.  Within that business unit, a significant
portion of the intangibles are mortgage servicing rights which are carried at
fair value.  A third-party valuation firm
provides fair value for these mortgage servicing rights;  therefore, no additional impairment tests
were performed.  No impairment was noted
in the remaining balance of intangible assets within that business unit as
evidenced by the results of our annual intangible impairment test performed as
of April 1, 2008.

·                  Tell us the
methodology used to determine the fair value of the reporting units.

11

CITI 12

FOIA Confidential Treatment Requested by
Citigroup Inc.

Citigroup’s Response:  We used the market approach to determine the
fair value of all our reporting units, except that we used a combination of the
market approach and the discounted cash flows approach in determining the fair
value of the Securities and Banking unit as of February 29, 2008.  We engaged an independent third-party
specialist to assist in the valuation of the Securities and Banking unit for
the impairment test performed as of February 29, 2008.

·                  Tell us the date
of your annual impairment test.

Citigroup’s Response:  We perform the annual goodwill impairment
test as of July 1 and annual intangible impairment test as of April 1
each year.

·                  Tell us whether
you have tested the goodwill and other intangibles for impairment outside of
the annual testing date due to events indicated in paragraph 28 of SFAS 142.

Citigroup’s Response:  We have tested the goodwill for impairment as
of October 31, 2007 and February 29, 2008, outside of the annual
testing date, due to the losses in the fourth quarter of 2007 and the first
quarter of 2008 in the Securities and Banking unit.  No intangible impairment tests outside of the
annual testing date were performed.
Please refer to our response under the first bullet point.

Note 16 Investments, page 144

9.                                       Please
address the following regarding your Investment portfolio:

·                  We note the
disclosures that you consider your ability and intent to hold an investment for
a period of time sufficient to allow for any anticipated recovery in
determining whether or not an investment is other than temporarily
impaired.  Please t