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                               January 28, 2021

       Michael L. Corbat
       Chief Executive Officer
       Citigroup Inc.
       388 Greenwich Street
       New York, NY 10013

                                                        Re: Citigroup Inc.
                                                            Form 10-Q for the
Period Ending June 30, 2020
                                                            Filed August 5,
2020
                                                            File No. 001-09924

       Dear Mr. Corbat:

              We have reviewed your October 1, 2020 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 17, 2020 letter.

       Form 10-Q for the Period Ended June 30, 2020

       Note 1. Basis of Presentation, Updated Accounting Policies and
Accounting Changes
       Voluntary Change in the Accounting for Variable Post-Charge-Off Third
Party Collection Costs,
       page 109

   1.                                                   We have reviewed your
response to prior comment 1 related to the change in accounting
                                                        for variable post
charge-off third party collection costs. The staff objects to the
                                                        Company   s conclusion
that this change represents a change in accounting estimate
                                                        effected by a change in
accounting principle, but would not object to the company
                                                        accounting for the
change as a change in accounting principle. Please revise your filings
                                                        to correct this error,
or provide a materiality analysis to support your conclusion that the
                                                        impact of the error is
not material.
 Michael L. Corbat
Citigroup Inc.
January 28, 2021
Page 2



2.       Additionally, please provide us with your internal control over
financial reporting and
         disclosure controls and procedures assessment in relation to this
accounting error. Please
         ensure your response addresses the following:

                Explain the timing of the decision to make a change in
accounting principle and the
              controls in place over such change, including controls over
assessing the materiality
              and when to record the change;
                Please describe the control deficiencies, in reasonable detail,
that led to the incorrect
              accounting for the change, and how you evaluated the severity of
each identified
              control failure for each period it existed. Refer to the guidance
for evaluation of
              control deficiencies beginning on page 34 of SEC Release No.
33-8810    Commission
              Guidance Regarding Management   s Report on Internal Control Over
Financial
              Reporting Under Section 13(a) or 15(d) of the Securities Exchange
Act of 1934.
              Include in your analysis a description of the maximum potential
amount or total
              amount of transactions exposed to the deficiency and explain how
you made that
              determination;
                Tell us whether you evaluated if there were any deficiencies in
your control
              environment, monitoring, information and communication, or risk
assessment
              controls and processes as a result of the accounting error, and
if so, how you
              evaluated the severity of those deficiencies; and
                Tell us of any changes or improvements in your internal
controls over financial
              reporting you plan to make as a result of this accounting error
including the timing of
              such changes.

       You may contact Dave Irving at (202) 551-3321 or Michelle Miller at
(202) 551-3368 if
you have questions.



FirstName LastNameMichael L. Corbat                             Sincerely,
Comapany NameCitigroup Inc.
                                                                Division of
Corporation Finance
January 28, 2021 Page 2                                         Office of
Finance
FirstName LastName