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Response Letter

 [Letterhead of Cleary Gottlieb Steen & Hamilton LLP]

 May 13, 2009

 VIA EDGAR CORRESPONDENCE

 Todd K. Schiffman

 Mail Stop 4561

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
Citigroup Inc.

 Registration Statement on
Form S-4

 (Filed on March 19, 2009, File No. 333-1518100)

 Preliminary Proxy Statement (Preferred Stock Proxy Statement)

 (Filed March 19, 2009, File No. 001-09924)

 Preliminary Proxy Statement (Common Stock Proxy Statement)

 (Filed March 19, 2009,
File No. 001-09924)

 Dear Mr. Schiffman:

 On behalf of Citigroup Inc. (the “Company” or “Citigroup”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter
dated April 3, 2009, with respect to the above referenced (a) Registration Statement on Form S-4 filed on March 19, 2009 (the “Initial S-4”), (b) Preliminary Proxy Statement (Public Preferred Proxy Statement) filed on
March 19, 2009 (the “Preferred Stock Proxy Statement”) and (c) Preliminary Proxy Statement (Common Stock Proxy Statement) filed on March 19, 2009 (the “Common Stock Proxy Statement”). The Company responded to the
Staff’s comments on the Company’s Form 10-K for the fiscal year ended December 31, 2008 filed on February 27, 2009 and Current Report on Form 8-K furnished on March 10, 2009 in its letter dated April 24, 2009.

 The Company has filed today Amendment No. 1 (“Amendment No. 1”) to the Initial S-4, together with this letter via EDGAR submission.
Capitalized terms used, but not defined herein have the meanings assigned to such terms in Amendment No. 1.

 In addition, the Company
has filed today Amendment No. 1 to the Preferred Stock Proxy Statement (the “Amended Public Preferred Stock Proxy Statement”) and Amendment No. 1 to the Common Stock Proxy Statement (the “Amended Common Stock Proxy
Statement”).

 For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each
case by the Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1.

 Registration Statement on Form S-4

 General

1.
Please tell us whether you believe each of the series of securities is a separate class of subject security for purposes of Rule 13e-4 and Regulation 14E. In this regard, we note
that the Series E preferred and 8.3% E-TRUPS are not registered classes of securities under Section 12. Please also address whether Citigroup Capital XXI is an issuer within the meaning of Rule 13e-4(a)(1). In providing this analysis, please
advise whether or not Citigroup, as the presumptive offeror in these exchange offers, is viewed as an issuer of any of the Trust Preferred securities within the meaning of Rule 13e-4(a)(1).

 We supplementally advise the Staff that we believe each of the four series of Public Preferred Depositary Shares is a separate class of
security for purposes of Rule 13e-4 and Regulation 14E. Although those rules do not define the term “class”, we believe each series has distinct economic and trading characteristics sufficient to constitute it as class for this purpose.
For example:

•

 each of these series has a unique interest rate and issue date, is established under a separate certificate of designation and trades under its own CUSIP number;

•

 the Series T Public Preferred Stock is convertible into common stock, and the other series are not;

•

 three of the four series have unique liquidation preference amounts per depositary share; and

•

 historically the trading values of each of the four series has varied from one another, indicating that the market assigns a different value proposition to each.

 It is important to note that if the four series of Public Preferred Depositary Shares were treated as one
class, it would be impossible for the Company (and by extension any other issuer with multiple series of preferred stock outstanding that have comparable differences in terms) to conduct a tender offer for a single such series of its preferred stock
because of the inherent violation of Rule 13e-4(f)(8) (the “all holders” and “best price” rules) that would result. We do not believe the tender offer rules cited above were intended to cause such a result.

 We believe the Trust Preferred Securities are not “equity securities” within the meaning of Rule 13e-4. Generally, trust
preferred securities are created by depositing into a trust a single series of an issuer’s junior subordinated debt. The trust then issues its preferred instruments to investors. Unlike other trust or SPV issued securities (such as a typical
asset-backed security), where obligations of multiple issuers are deposited into a trust and investors are looking to the skill of the packager when making an investment decision, these preferred instruments represent, for all substantive purposes,
merely a pass–through of the economics of the junior subordinated debt. In fact, the issuer has the right at anytime (with approval of the Federal Reserve Board in the case of a bank holding company) to dissolve the trust and distribute the
underlying junior subordinated debt to holders in exchange for, and resulting in cancellation of, the trust preferred securities. The holder of the security has no discretion or ability to block this exchange and receives no other compensation upon
its occurrence. The ability to dissolve the trust illustrates one of the reasons why the trust preferred securities should be view as debt: as a substantive matter they represent no economic rights other than to the cash flow from a debt security
and can be exchanged at the will of the issuer (contingent only on regulatory approval) into that underlying debt security. Investors in trust preferred securities are simply looking to the credit of the issuer of the underlying debt security when
making an investment decision. We do not believe the protections of the equity tender rules were intended to be afforded to what is in reality a debt instrument.

 This conclusion was previously accepted by the Staff in a conversation during July 2003 between our office and Julie Griffith of the
Staff. We believe this analysis continues to be valid and should be applied to the Trust Preferred Exchange Offer. As a result, we believe the Trust Preferred Exchange Offer is subject to Regulation 14E, but is not subject to Rule 13e-4. (If helpful
to the Staff, we can provide it with copies of our file memorandum describing the details of the foregoing conversation.)

 There are various regulatory settings in which trust preferred securities are treated as debt. As the Staff is aware, Citigroup is a bank holding company (BHC). The primary reason why BHC’s issue subordinated debt using the trust
structure described above, rather than directly to investors, stems from the Federal Reserve Board’s regulatory capital treatment of those two instruments. Generally, junior subordinated debt of a BHC, if issued directly to investors, qualifies
as Tier 2 capital under Federal Reserve Board regulations. However, when issued using the trust preferred structure described above, the Federal Reserve Board grants Tier 1 treatment for historical reasons. Despite this categorization for regulatory
capital purposes, the Federal Reserve Board itself treats trust preferred securities as debt instruments, not equity, of the issuing BHC for regulatory accounting purposes. Similarly, Internal Revenue Service rules and applicable GAAP accounting
standards look through the trust and focus on the underlying junior subordinated debt to determine the tax and accounting implications of issuing the trust preferred securities.

 For the forgoing reasons, the Trust Preferred Securities should appropriately be treated as debt for purposes of the tender offer rules.

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 The Staff has had occasion to consider whether the trust preferred securities have any
substance beyond the underlying debt. In SunTrust Banks, Inc. (July 16, 1999) the Staff considered several trusts that, like the Citigroup trusts, were “purely financing vehicles” for SunTrust, had “no independent operations or
economic substance” and were capitalized exclusively by selling their common shares to SunTrust and purchasing debt securities issued by SunTrust with the proceeds of the sale of their preferred securities. It was argued to the Staff that these
facts demonstrated that purchasers of the SunTrust trust preferred securities were “look[ing] entirely to the credit of SunTrust in making their investment decision.” The Staff agreed that for purposes of Section 3(a)(9) these various
trusts satisfy the “same issuer” requirement since one entity – SunTrust – ultimately assumed liability for all relevant series of trust preferred securities. The Staff’s conclusion in SunTrust suggests that trust preferred
securities have a uniquely pass-through nature and that the characteristics of the underlying debt defines the primary nature of the security.

 This conclusion was previously accepted by the Staff in a conversation during July 2003 between our office and Julie Griffith of the Staff. We believe this analysis continues to be valid and should be applied to the
Trust Preferred Exchange Offer. As a result, we believe the Trust Preferred Exchange Offer is subject to Regulation 14E, but is not subject to Rule 13e-4. (If helpful to the Staff, we can provide it with copies of our file memorandum describing the
details of the foregoing conversation.)

 For the forgoing reasons, the Trust Preferred Securities should appropriately be
treated as debt for purposes of the tender offer rules.

 We also note that, although we believe the Trust Preferred
Securities are debt securities for these purposes, the Company (a) has structured the Trust Preferred Exchange Offer to provide withdrawal rights to the same extent as would be required if the offer were subject to Rule 13e-4 and (b) if a
material change occurs in the information published, sent or given to holders, the Company intends to act consistently with Rule 13e-4(e)(3) in disseminating information and in providing minimum periods during which the offer and withdrawal rights
will be open. Finally, we note that the trusts that issued the Trust Preferred Securities also are qualified under the Trust Indenture Act of 1939, affording investors the protections available thereunder.

2.
Please confirm that you will file a Schedule TO-I in connection with this exchange offer as soon as practicable on the date of commencement. Refer to Rule 13e-4(c)(2).
Alternatively, please provide us with a brief legal analysis explaining why Citigroup, as the stated offeror, is not required to make a Schedule TO-I filing.

 Citigroup confirms to the Staff that it will file a Schedule TO-I in connection with the Public Preferred Depositary Exchange Offers as
soon as practicable on the date of commencement. As noted in the response to Staff Comment No. 1, because we believe the Trust Preferred Securities Exchange Offer is subject to Regulation 14E, but is not subject to Rule 13e-4, the Company does
not intend to file a Schedule TO-I in connection with the Trust Preferred Exchange Offer.

3.
Confirm for us that the exchange offer will be open for a full 20 business days, as required by Rule 14e-1(a). See Rule 13e-4(a)(3) for additional guidance on the definition of
“business day.”

 Citigroup confirms to the Staff that, as required by Rule 14e-1(a), the
Exchange Offers will be open for at least 20 business days (as such term is defined in Rule 13e-4(a)(3)).

4.
We note that the subject classes of securities in the privately negotiated exchange offers are preferred stock. Please confirm that you will file a Schedule TO-I for these
privately negotiated exchange offers or provide us with your analysis as to why the privately negotiated exchange offers are not tender offers. Refer to Rule 13e-4(a)(1) and (2) and Rule 3a11-1.

 The Company respectfully submits that the exchange of its outstanding Series H, I, G, A1, B1, C1, D1, J1, K1, N1 and L2 preferred stock
(the “Private Preferred Stock”) for shares of a new series of Company stock and warrants to purchase Common Stock or,

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in the case of certain Private Preferred Stock held by the U.S. government (the “USG”), for shares of a new series of Company trust preferred
securities, does not constitute a tender offer and therefore does not implicate Rule 13e-4 or Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 Although neither the Exchange Act nor the rules promulgated thereunder define the term “tender offer,” case law has supplied two
standards to assist in the determination of whether a transaction or series of transactions is a tender offer: (i) the “Wellman Test” (see Wellman v. Dickinson, 475 F.Supp. 783 (S.D.N.Y. 1979), cited with approval in SEC
Release No. 34-43069) and (ii) the “Hanson Test” (see Hanson Trust plc v. SCM Corp., 774 F.2d 47 (2d Cir. 1985), cited id. at n. 3). The Company considered these tests in connection with the negotiation and entrance
into the exchange agreements (the “Private Exchange Agreements”) pursuant to which the exchange of the Private Preferred Stock will be consummated and believes that, whether viewed under the relevant criteria of the eight factors of the
Wellman Test or more generally from the totality of the circumstances and the sellers’ need for the protection of the tender offer rules under the Hanson Test, the negotiation and execution of the Private Exchange Agreements and the exchange of
the Private Preferred Stock pursuant thereto are not the type of transactions contemplated by Rule 13e-4 and Regulation 14E.

 The Wellman Test evaluates the following eight factors in determining whether a
transaction may comprise a tender offer: (i) whether there is an active and widespread solicitation of public security holders; (ii) whether the solicitation is made for a substantial percentage of the issuer’s securities;
(iii) whether the offer is made at a premium over the prevailing market price; (iv) whether the terms of the offer are firm rather than negotiable; (v) whether the offer is contingent upon the tender of a fixed minimum and perhaps
subject to the ceiling of a fixed maximum number of securities to be purchased; (vi) whether the offer is open for only a limited period of time; (vii) whether the offerees are subjected to pressure to sell; and (viii) whether the
public announcements of a purchasing program precede or accompany a rapid accumulation of large amounts of the target company’s securities. As was noted in a treatise on securities regulation: “These factors are simply broad guidelines.
They are factors to be weighed not simply counted numerically.” (Thomas Lee Hazen, Treatise on the Law of Securities Regulation, §11.4, 5th ed. 2005).

 The negotiation and execution of the Private Exchange Agreements did not involve active and widespread
solicitation. The holders of the Private Preferred Stock (the “Private Holders”) are the USG, seven investment funds and one individual that hold all of the outstanding Private Preferred Stock and collectively represent seven beneficial
holders. Each Private Exchange Agreement was or is in the process of being separately negotiated between the Company and the applicable Private Holder. For example, the provisions of the Private Exchange Agreements, including the form of the
securities received in the exchange, the conditions to the exchange, the scope of the representations and warranties and the covenants, were the result of extensive negotiations among the Company, the Private Holders and their respective advisors.
The Company was required to agree to a “most favored nations” provision that resulted in beneficial terms agreed to

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with one Private Holder (other than the USG) being extended to the ext