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CORRESP
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    Confidential
Treatment Requested by Citigroup Inc.

    May 20,
2009

    VIA EDGAR
CORRESPONDENCE

    Kevin W.
Vaughn

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail Stop
4561

    Washington,
DC 20549-7553

              Re:

              Citigroup
      Inc.

    Form 10-K
for the Fiscal Year Ended December 31, 2008

    (Filed
February 27, 2009, File No. 001-09924)

    Current
Report on Form 8-K

    (Furnished
March 10, 2009, 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 May 8, 2009. Please
note that the version of this letter filed via EDGAR omits confidential
information included in the unredacted version of the letter that was delivered
to the Staff and the redactions are denoted in the EDGAR-filed version by
bracketed asterisks (“[***]”).

    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 the Fiscal
Year Ended December 31, 2008

    TARP and Other Regulatory
Programs, page 44

              1.

              We
      note in your response to our previous comment 43 that the Ring-fenced
      Assets portfolio covered under the loss sharing agreement is still
      undergoing confirmatory process with the U.S. Government. However, your
      disclosure above the table on page 45 of your Form 10-K alludes to the
      fact that these assets were part of the covered asset pool agreed upon
      with the U.S. Government on January 15, 2009, the date on which you
      entered into the loss sharing agreement.  Please revise future
      filings to more clearly disclose the fact that these assets, and related
      fair values, are subject to change based on final confirmation from the
      U.S. Government.  Please also update your disclosure regarding
      when you expect the final confirmation to
occur.

    We
included a significant portion of these items in our first quarter of 2009 Form
10-Q filing.  We included updates on the confirmatory process, the
covered asset pool as of March 31, 2009, losses on the covered asset pool during
the first quarter of 2009, and an update on potential future adjustments to the
covered asset pool.

    The
following are some excerpts from Citigroup’s Form 10-Q for the quarter ended
March 31, 2009 (pages 29-30):

    “U.S.
Government Loss-Sharing Agreement

    Background

    On
January 15, 2009, Citigroup entered into a definitive agreement with the UST,
the FDIC and the Federal Reserve

    Bank of
New York (collectively, the USG) on losses arising on a $301 billion portfolio
of Citigroup assets (valued as of November 21, 2008, other than with respect to
approximately $99 billion in “replacement” assets which are valued as of January
15, 2009). As consideration for the loss-sharing agreement, Citigroup issued
non-voting perpetual, cumulative preferred stock to the UST and the FDIC, as
well as a warrant to the UST.”

    “The
covered asset pool includes U.S.-based exposures and transactions that were
originated prior to March 14, 2008. Pursuant to the terms of the agreement, the
composition of the covered asset pool, the amount of Citigroup’s first-loss
position and the premium paid for loss coverage are subject to final
confirmation by the USG of, among

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    other
things, the qualification of assets under the asset eligibility criteria,
expected losses and reserves. See “Events in 2009 – Loss- Sharing
Agreement.”

    “The USG
has a 120-day confirmation period to finalize the composition of the asset pool
from the date that Citi submitted its revised asset pool. The revised asset pool
was submitted by Citigroup on April 15, 2009 and, therefore, is expected to be
finalized by the USG by August 13, 2009. The advisor to the USG has commenced
its review of the assets. In addition, as a result of receipt of principal
repayments and charge-offs, the total asset pool has declined by approximately
$17 billion from the original $301 billion. Approximately $2.0 billion of losses
on the asset pool were recorded in the first quarter of 2009, bringing the
agreement-to-date losses to approximately $2.9 billion.”

    “The
following table summarizes the assets that were part of the covered asset pool
agreed to between Citigroup and the USG as of January 16, 2009, with their
values as of November 21, 2008 (except as set forth in the note to the table
below and as described above), and the balances as of March 31, 2009, reflecting
changes in the balances of assets that remained qualified, plus approximately
$10 billion of new replacement assets that Citi substituted for non-qualifying
assets. The asset pool, as revised, remains subject to the USG’s final
confirmation process, anticipated to occur by August 13, 2009. See “Events in
2009 – Loss-Sharing Agreement”:

              Assets

              In
      billions of dollars

              March
      31, 2009

              November 21,

              2008
      (1)(2)

              Loans:

              First
      mortgages

            $
            91.6

            $
            98.0

              Second
      mortgages

            54.5

            55.4

              Retail
      auto loans

            14.2

            16.2

              Other
      consumer loans

            19.2

            19.7

              Total consumer
      loans

            $
            179.5

            $
            189.3

              CRE
      loans

            $
            12.0

            $
            12.0

              Highly
      Leveraged finance loans

            1.9

            2.0

              Other
      corporate loans

            14.0

            14.0

              Total
      corporate loans

            $
            27.9

            $
            28.0

              Securities:

              Alt-A

            $
            10.9

            $
            11.4

              SIVs

            6.1

            6.1

              CRE

            1.4

            1.4

              Other

            10.0

            11.2

              Total
      securities

            $
            28.4

            $
            30.1

              Unfunded
      Lending Commitments (ULC)

              Second
      mortgages

            $
            20.7

            $
            22.4

              Other
      consumer loans

            2.9

            3.6

              Highly
      Leveraged finance

            0.1

            0.1

              CRE

            4.5

            5.5

              Other
      commitments

            20.2

            22.0

              Total
      ULC

            $
            48.4

            $
            53.6

              Total covered
      assets

            $
            284.2

            $
            301.0

              (1)

              As
      a result of the initial confirmation process (conducted between
      November 21, 2008 and January 15, 2009), the covered asset pool
      includes approximately $99 billion of assets considered “replacement”
      assets (assets that were added to the pool to replace assets that were in
      the pool as of November 21, 2008 but were later determined not to
      qualify). Loss-sharing on qualifying losses incurred on these replacement
      assets was effective beginning January 15, 2009, instead of
      November 21, 2008.

            (2)
            Reclassified
      to conform to the current period’s
  presentation.

    We will
continue to provide this information in future filings and expand our disclosure
where appropriate.

    Notes to Consolidated
Financial Statements

    Note 11. Income Taxes, page
152

              2.

              We
      note your response to our previous comment 46, including your projections
      of future pre-tax income supporting the full realization of your deferred
      tax assets.  We also note that the increases in your
      projected

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              future
      pre-tax income significantly exceeds the levels of pre-tax income earned
      during 2005 and 2006, the periods in which your recorded your highest
      pre-tax income during the past eight years.  In light of this,
      the staff has chosen to focus on the portion of your response where you
      provide estimates of the amount of income to be earned in the “stress”
      scenario.  Please provide us the following additional
      information about your assumptions in the “stress”
    scenario:

    [***]

              a.

              Your
      response indicates certain assumptions about revenue and credit in your
      forecasted 2009 pre-tax income.  Please explain further how your
      assumptions are consistent with your results in 2008 as Citigroup had
      $53.1 billion of pre-tax losses during 2008 and your projections of
      pre-tax losses are significantly below that
  amount.

    On a
Citigroup basis, the improvement of [***]  in forecasted 2009 pre-tax
income compared with actual 2008 pre-tax income was driven by the following
factors:

              ·

              Lower
      write-downs: Disclosed write-downs, including private equity marks, were
      forecasted to decrease by approximately [***] (see supplementary details
      in our response to question 2c
below);

              ·

              Higher
      accretion revenue of [***] in 2009 compared with the 2008 actual accretion
      revenue due to the accretion of income on securities and loans previously
      classified as trading, available for sale or held for
  sale;

              ·

              Absence
      of 2008 goodwill and intangible asset impairments ($10.5 billion in 2008
      ); and

              ·

              Absence
      of 2008 restructuring charges of ($3.5
billion).

    These
improvements have been offset by higher credit costs of [***].

    The
differences between our 2008 actual Citigroup results and 2009 forecast are best
viewed by looking at Citicorp and Citi Holdings separately. As announced on
January 16, 2009, Citigroup has realigned, for management purposes, into two
businesses, Citicorp and Citi Holdings.

    The
allocation of revenues and expenses between Citicorp and Citi Holdings used for
the analysis of the deferred tax assets as of December 31, 2008 was a
preliminary estimate that was available at the beginning of the first quarter of
2009. This allocation is currently being refined and we will provide three years
of updated historical segment financial data for Citicorp and Citi Holdings in a
Form 8-K to update our historical financial statements and notes for the year
ended December 31, 2008. The Form 8-K will be filed after our second quarter
2009 Form 10-Q.

    The table
below presents the variance between 2008 actual pre-tax income (or earnings
before income taxes (EBT)) and 2009 forecasted pre-tax income based on the
preliminary allocation of revenues and expenses between Citicorp and Citi
Holdings.

    _______________________

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

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              [***]

              b.

              Tell
      us what Citicorp’s and Citi Holding’s pretax losses were during 2008, and
      earlier periods if available.

    At the
time of the filing of the Form 10-K, the allocation of earnings between Citicorp
and Citi Holdings was preliminary for 2008 and no earlier years’ allocations had
been prepared. This allocation is currently being refined and we will provide
three years of updated historical segment financial data for Citicorp and Citi
Holdings in a Form 8-K to update our historical financial statements and notes
for the year ended December 31, 2008. The Form 8-K will be filed after we file
our second quarter
2009 Form 10-Q.

    Please
see above table for the preliminary estimate of 2008 pre-tax amounts for
Citicorp and Citi Holdings.

              c.

              Your
      response indicates your assumptions about write-downs of mark-to-market
      positions in 2009 and 2010.  Please tell us how those
      assumptions compare to actual write-downs taken during the first quarter
      2009.

    Actual
write-downs of mark-to-market positions taken during the first quarter of 2009
were $2.7 billion compared to projections of [***] in 2009 and [***] in 2010.
The projected marks of [***] in 2009 include [***] write down in our private
equity investment portfolio which was not explicitly forecasted for 2010. The
credit valuation adjustments (CVA) on derivative assets and liabilities are not
included in the projections as they are not part of the planning and forecasting
process.

    _______________________

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

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    Many of
our vulnerable portfolios have already been marked down significantly relative
to historical carrying values, so that our remaining exposures have been reduced
47% over the last year. In the fourth quarter 2008, we transferred securities
from the trading and available-for-sale investments accounts to the
held-to-maturity investments category and also transferred certain loans from
the held-for-sale category to the held-for-investment category. These actions
change the accounting treatment for these securities and loans going
forward.  The table below summarizes the first quarter 2009 Securities
and Banking business’ write-downs compared with the write-downs forecasted for
2009 and used in the “stress” scenario.

              1Q
      09 Securities & Banking Marks Actuals vs. 2009
Forecast

              In
      millions USD

              1Q09
      Actuals

              2009
      Forecast

              Subprime

            $
            (2,296
            )

            [***
            ]

              Leverage
      Finance

            (247
            )

            [***
            ]

              ARS
      Proprietary

            (23
            )

            [***
            ]

              Alt-A

            (490
            )

            [***
            ](1)

              CRE

            (186
            )

              SIVs

            (47
            )

              Total
      Traditionally Forecasted Marks ex. CVA

            $
            (3,289
            )

            [***
            ]

              Private
      Equity and Equity Investments

            (1,240
            )

            [***
            ]

              Total
      Forecasted Marks

            $
            (4,529
            )

            [***
            ]

              CVA
      Derivatives

            2,738

              CVA
      at Fair Value Option

            180

              Monoline
      CVA

            (1,090
            )

              Q1
      09 Disclosed Marks

            $
            (2,701
            )

            [***
            ]

              (1)
      Other represents Alt-A, CRE, and CAI legacy-SIVs

    _______________________

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

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