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Confidential Treatment Requested by Citigroup Inc.

  John C. Gerspach

  Chief Financial Officer

  Citigroup Inc.

  399 Park Avenue

  New York, NY 10022

May 18, 2010

VIA EDGAR CORRESPONDENCE

Kevin W. Vaughn

Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC 20549-7553

Re:                           Citigroup Inc.

Form 10-K
for Fiscal Year Ended December 31, 2009

Filed
February 26, 2010

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 (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) and one that we consider in all our filings.  This letter sets forth the responses of
Citigroup to the comments of the Staff contained in the Staff’s letter dated April 30,
2010.

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For your convenience, the text of the Staff’s
comments is set forth in bold below, followed in each case by our response.

Form 10-K for Fiscal
Year Ended December 31, 2009

Repayment of TARP and exit
from Loss-Sharing Agreement: Common and Preferred Stock Activities, page 7

1. We note that on December 23,
2009, you prepaid the $20 billion of TARP trust preferred securities held by
the U.S. Treasury, and exited the loss-sharing agreement.  Please disclose in future filings the extent
to which you retain any continuing obligations to the Federal Government due to
the fact that the related warrants are still outstanding.  For example, disclose the extent to which you
continue to provide reports regarding your financial condition or continue to
be subject to executive compensation rules, etc.  Additionally,
please disclose any impact the repayment is expected to have on your
liquidity.

As set forth below,
Citigroup believes that it has provided, and it will continue to provide so
long as applicable, appropriate disclosure in its periodic reports and proxy
statements (and/or information statements) filed under the Securities Exchange
Act of 1934 (and, to the extent applicable, registration statements and
prospectus supplements filed under the Securities Act of 1933) regarding the
material restrictions or obligations relating to the U.S. government’s
continuing ownership of Citigroup’s common stock, trust preferred securities
and/or warrants.

Citigroup supplementally
advises the Staff that the material ongoing restrictions and obligations
arising from Citigroup’s participation in TARP and the entering into of the
loss-sharing agreement primarily arise as a result of the U.S. Treasury’s
continued ownership of Citigroup common stock and/or the remaining trust
preferred securities held by the U.S. Treasury and FDIC.  While there are certain compliance and/or
monitoring of covenants requirements associated with the three warrants
remaining outstanding, these same requirements exist for so long as the U.S.
government continues to hold Citigroup common stock and/or trust preferred
securities.  The outstanding warrants by
themselves do not subject Citigroup to material ongoing restrictions or
obligations.

Citigroup is party to
several agreements with the U.S. government, all of which are publicly filed.
In addition, Citigroup continues to be subject to certain executive
compensation restrictions within the Emergency Economic Stabilization Act of
2008, as amended (“EESA”). Certain of the restrictions and obligations under
the agreements with the U.S. government and EESA, such as the requirement to
implement internal controls to account for the use of the $20 billion of TARP
funds invested in December 2008 to track compliance with requirements for
use of such funds and to obtain the approval of the Special Master for TARP
Executive Compensation for the compensation arrangements of certain executives
and key employees, respectively, have either expired or have terminated with
the repayment of such funds.  Other of the restrictions and
obligations are ongoing, such as (i) restrictions on Citigroup’s ability
to pay dividends or

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repurchase certain Citigroup
securities, and (ii) certain restrictions relating to executive compensation.

The restrictions on
Citigroup’s ability to pay dividends as well as to repurchase certain Citigroup
securities are disclosed several places throughout the 2009 Annual Report on Form 10-K
(“2009 Form 10-K”), including without limitation on pages 43, 46,
259, 267 and 268.  Citigroup’s
requirement to comply with certain executive compensation restrictions, some of
which continue to apply, is referenced in the Risk Factors on page 57 of
Citigroup’s 2009 Form 10-K and, more specifically, is disclosed in detail
beginning on page 48 of Citigroup’s 2010 proxy statement filed with the
SEC on March 12, 2010 (see in particular pages 52, 53, 55, 59, 61, 78
and 80) and such disclosure is incorporated by reference into the 2009 Form 10-K.

While there are additional
restrictions within the agreements with the U.S. government, including for
example Citigroup’s obligation to maintain bank holding company status or to
comply with the Employ American Workers Act, Citigroup does not believe these
restrictions and obligations are material and, as a result, specific disclosure
about them in Citigroup’s future filings would not be meaningful.

Of course, as the Staff is
likely aware, Citigroup has ongoing discussions and informational exchanges
with its regulators and the U.S. Treasury with respect to its financial
condition and other aspects of its business.

The TARP repayment in December 2009
did not have, and Citigroup does not believe it will have, a material impact on
Citigroup’s liquidity due in part to the $20.5 billion raised at the time of
the TARP repayment through the issuance in the public markets of common stock
and mandatorily convertible equity securities, but also due to Citigroup’s
current liquidity position and resources, as described beginning on page 48
of Citigroup’s 2009 Form 10-K.

Managing Global Risk

Credit Risk, page 63

2. Please tell us and revise your
future filings to disclose the extent to which you have performed any commercial or commercial real estate workouts.  Please also specifically address
whether you have restructured an existing loan into multiple new loans (i.e., A
Note/B Note structure). To the extent that you have performed these or other
types or commercial or CRE workouts, please provide us with and revise your
future filings to disclose the following:

For purposes of responding
to this question, we have focused on the following populations of commercial
and commercial real estate (“CRE”) loans as workout transactions: (1) commercial
and CRE loans that were rated “Substandard Non-Performing” (pursuant to the
Company’s risk policy, as described below) or worse that have been renegotiated
or modified and now have an upgraded risk rating and accrual status, (2) commercial
and CRE loans that were renegotiated or

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Confidential Treatment Requested by Citigroup Inc.

modified pursuant to a
troubled debt restructuring (“TDR”) and now have accrual status, or (3) commercial
and CRE loans that were renegotiated or modified pursuant to a TDR and now are
non-accrual.

Based on the Company’s risk
policy governing commercial and CRE loans, a “Substandard facility” is “inadequately
protected by the current sound worth and paying capacity of the obligor or of
the collateral pledged, if any.  Assets
so classified must have a well-defined weakness, or weaknesses, that jeopardize
the liquidation of the debt.  They are
characterized by the distinct possibility that the firm will sustain some loss
if the deficiencies are not corrected.”
Further, a Substandard Non-Performing facility “has all the weaknesses
of a Substandard facility with the added uncertainty of full collectability of
principal and interest.”

We have considered a
renegotiated or modified loan workout generally to include the following:

·                  A reduction in the stated interest rate for the remaining term of the
debt

·                  An extension of the maturity date or dates

·                  Rescheduling of any of the future cash flows of the loan

·                  A reduction in the face amount or maturity amount of the debt

·                  A reduction of interest accrued at any point in the past

·                  Sale of collateral to reduce the loan’s outstanding balance

·                  A combination of the above.

In the normal course of
business the Company routinely modifies commercial and CRE loans to work with
borrowers and to maximize collections.
Generally, modifications are executed only if the Company obtains a
benefit (as is typical in the industry) which, among other things, may include
receipt of additional collateral, repayment of outstanding principal and/or
reduction of unfunded commitments, or an increase in interest rate.  The modifications are situation specific to
address the particulars of the loan, the borrower and the credit.  The modified loan must meet well defined
criteria in order to earn a classification category upgrade and to qualify for
accrual status.  In more limited
circumstances, the Company may make concessions in the modification of
commercial and CRE loans in an effort to maximize collections.  These TDRs include the activities listed
above related to renegotiated or modified loan workouts.  The modifications in these TDRs are situation
specific to address the particulars of the loan, the borrower, and the credit.  Loans subject to troubled debt restructuring
must meet well defined criteria in order to earn a classification category
upgrade and to qualify for accrual status.

In future filings, we will
disclose the amount of renegotiated commercial and CRE loans by loan type.  In this regard, for our proposed revised
disclosure, please see our response to Staff comment 5.

a.               Quantify the amount of commercial or commercial real estate loans that have
been renegotiated or modified, and describe the types of modifications or work
outs performed;

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Confidential Treatment Requested by Citigroup Inc.

Total commercial and CRE loans were approximately
[***] and approximately [***], respectively at December 31,
2009.

The amount of Citigroup’s renegotiated or modified
commercial and CRE loans is immaterial. Pursuant to the scope of workout
transactions discussed in the first paragraph of our response above, the
carrying amounts of commercial and CRE loans renegotiated or modified during
2009 that were on accrual status at December 31, 2009 are approximately [***] and [***], respectively.
At December 31, 2009, the Company had approximately [***] of commercial
and CRE loans that were TDRs that carry non-accrual status.   The types of modifications performed on
these loans include extension of maturity, rescheduled loan payments, added
collateral, coupon adjustments, commitment reductions, and assumption of
control over cash collateral.

b.               Quantify
the amount of loans that have been restructured using a multiple loan type or
workout strategy in each period presented;

The
Company rarely uses a multiple loan type of workout strategy.  Citigroup had only one [***] commercial real
estate loan which was restructured during 2009 into multiple loans according to
an A Note/B Note structure and we do not currently anticipate increasing the
volume of this type of restructured loan in the future.

c.               Discuss
the benefits of each workout strategy, including the impact on interest income
and credit classification;

The various workout strategies, which
are situation specific, are designed to improve the Company’s recovery on the
respective loans rather than to improve credit classification or to recognize
interest income.  Those strategies that
result in significant principal pay-downs, collateral enhancements,
particularly cash collateral, and or increases in interest collections provide
the most direct benefit, while those that stabilize a situation or deleverage
the borrower provide less direct benefit.

d.               Discuss
the general terms of the new multiple loans and how the A note and B note
differ, particularly whether the A note is underwritten in accordance with your customary underwriting standards and at current market rates;

As
mentioned above, Citigroup had only one multiple loan restructuring during
2009. In this A Note/B Note restructuring, the loan was restructured into a
senior [***] note and a [***] subordinated
note.  The senior note was underwritten
in accordance with our customary underwriting standards at market rates.

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

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e.               Clarify
whether the B note is immediately charged-off upon restructuring. If not,
clarify whether you combine the restructured notes in your evaluation of
whether the notes should be returned to accrual status;

In
the situation described above, the [***] subordinated
note was charged off upon being restructured.

f.                 Confirm
that the A note is classified as a TDR and explain your policy for removing
such loans from TDR classification; and

In
the situation described above, the senior note has been classified as a
TDR.  Loans are disclosed as a TDR until
their subsequent repayment or charge off.

g.              Clarify
your policy for returning the A note to accrual status, including how you
consider the borrower’s payment performance prior to the restructuring.

In
the situation described above, the senior note is on non-accrual status.  Typically, we return a loan to accrual
status, post-restructuring, only if collectability of all amounts due under the
terms of a restructured loan is not in doubt and there is a period, the length of which
depends on the facts and circumstances but is
generally six months, of satisfactory performance by the borrower (either
immediately before or after the restructuring).

3. We note your disclosure that
corporate non-accrual loans increased from the prior year mainly due to
Citigroup’s continued policy of actively moving loans into non-accrual at
earlier stages of anticipated distress. Please clarify specifically the impact
of this policy on the increase in non-accrual loans and clarify what types of
loans this policy applies to.  Provide
any trend or other information you evaluate in connection with the decision to
place loans on non-accrual under this policy, for example, sales of properties
related to construction loans has slowed or ceased.  Please confirm the length of time this policy
has been in existence.  If this policy is
not new, it appears that the increase is due to changes in the credit
environment and not due to your policy.
However, if your policy or method or extent of policy enforcement was
changed, please disclose the impact of this change on the allowance for loan
losses and clarify how the current policy differs from your previous policies.

It has been a long-standing
practice at Citigroup to evaluate corporate loans with respect to accrual or
non-accrual status based upon multiple factors, including actual experience
with respect to payments of interest and principal, but also a forward-looking
assessment of the collectability of the loan in full.  These forward-looking assessments analyze the
current and

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

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projected
financial performance of the borrower, sustainability of the borrower’s ability
to service obligations in its capital structure, including upcoming debt
matu