Company Name: Citigroup Inc. (Longino)
Public Availability Date: January 9, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

December 20, 2007

U.S. Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal Submitted to Citigroup Inc. by George F. Longino III.

Dear Sir or Madam:

Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed herewith for filing are six copies of a stockholder proposal and supporting statement (the "Proposal") submitted by George F. Longino III (the "Proponent"), for inclusion in the proxy materials to be furnished to stockholders by Citigroup Inc. in connection with its annual meeting of stockholders to be held on or about April 22, 2008 (the "Proxy Materials"). Also enclosed for filing are six copies of a statement outlining the reasons Citigroup Inc. deems the omission of the attached Proposal from the Proxy Materials to be proper pursuant to Rule 14a-8(h)(3) and Rule 14a-8(i)(3) promulgated under the Exchange Act.

Rule 14a-8(h)(3) permits a company to exclude all of a Proponent's proposals from its proxy materials for a period of two calendar years if the Proponent or his "qualified representative fail to appear and present the proposal, without good cause." Additionally, Rule 14a-8(i)(3) provides for the exclusion of a proposal if it contains materially false or misleading statements.

By copy of this letter and the enclosed material, Citigroup Inc. is notifying the Proponent of Citigroup Inc.'s intention to omit the Proposal from the Proxy Materials. Citigroup Inc. currently plans to file its definitive Proxy Materials with the Securities and Exchange Commission on or about March 12, 2008.

Kindly acknowledge receipt of this letter and the enclosed material by stamping the enclosed copy of this letter and returning it to me in the enclosed self-addressed, stamped envelope. If you have any comments or questions concerning this matter, please contact me at (212) 793-7396.

Very truly yours,

/s/

Shelley J. Dropkin
General Counsel, Corporate Governance

cc: George F. Longino III

Encls.

[APPENDIX 1]

STATEMENT OF INTENT TO OMIT STOCKHOLDER PROPOSAL

Citigroup Inc., a Delaware corporation ("Citi" or the "Company"), intends to omit the stockholder proposal and supporting statement, a copy of which is annexed hereto as Exhibit A (the "Proposal"), submitted by George Longino (the "Proponent") for inclusion in its proxy statement and form of proxy (together, the "2008 Proxy Materials") to be distributed to stockholders in connection with the Annual Meeting of Stockholders to be held on or about April 22, 2008.

The Proposal states: "Resolved: That the Personnel and Compensation Committee of the Board of Directors limit the average individual compensation of senior management (those persons with whom the Committee is responsible for determining their compensation) to ONE HUNDRED TIMES the average compensation of the rest of the worldwide employees. Business and individual performance awards and discretionary awards must remain within this upper limit.

REASONS: "As a global leader in financial services, Citigroup should take the lead in eliminating the continued criticism of what is perceived across the entire client base, as well as by Congressmen, Economists and Social Scientists, as excessive compensation for top management."

"These excessive compensation packages fail to align the interests of Senior Management with those of its clients, its franchise, other employees, or non-employee investors. These exorbitant pay packages do little to slow the exodus of talented employees from the Corporation. These pay packages do not relate to stock performance. As one prominent observer said of the current pay system `with its envy-driven compensation mania, (it) has developed to a place where it brings out the absolute worst in good people."

"The average CEO of a large public corporation makes 400 times the pay of his Company's average employee, and that gap has quadrupled in less than 20 years. This can not be good for our country."

"In 2007, over 25 percent of the shares, and substantially more of the shareholders, voted FOR this proposal. If you AGREE with this proposal, please vote FOR it on your Proxy Card."

The Company believes that the Proposal may be properly omitted from the 2008 Proxy Materials pursuant to Rule 14a-8(h)(3) because the Proponent failed to appear, or to appoint a qualified representative to appear, without good cause, at the Company's 2007 Annual Meeting to present a prior shareholder proposal at that meeting. In addition, the Proposal contains materially false and misleading statements that violate Rule 14a-9 under the Exchange Act and, accordingly, the Proposal is excludable under Rule 14a-8(i)(3).

I. THE PROPOSAL MAY BE EXCLUDED BECAUSE THE PROPONENT FAILED TO APPEAR AT THE COMPANY'S 2007 ANNUAL MEETING OF STOCKHOLDERS

The Proponent submitted a proposal (the "2007 Proposal") for consideration by stockholders at the Company's 2007 Annual Meeting. The Proponent did not appear to present the 2007 Proposal and did not provide the Company with an explanation for his absence. Neither did he send a representative.

On October 4, 2007 the Proponent submitted the Proposal (which is nearly identical to the 2007 Proposal). In his submission he did not provide any cause for his absence at the 2007 Annual Meeting. Neither the Proponent's letter enclosing the Proposal nor previous correspondence from the Proponent addressed the reason for his failure to attend the 2007 Annual Meeting. Thereafter, the Company sent the Proponent a letter (the "Notice," annexed hereto as Exhibit B) noting this deficiency. As of today's date, the Proponent has failed to show good cause as to why he did not attend the 2007 Annual Meeting or send a representative (see email correspondence, annexed hereto as Exhibit C, between the Proponent and the Company).

Under Rule 14a-8(h)(3), it was the Proponent's responsibility to attend the 2007 Annual Meeting to present the 2007 Proposal or, in the alternative, to ensure that a qualified representative appeared on his behalf and that the representative was adequately prepared to attend and participate in the meeting on a timely basis.

The Division has placed the burden on the proponent of a shareholder proposal to demonstrate that he or she had "good cause" for failing to present the proposal at a meeting of security holders. See Transamerica Inc. (December 27, 1989) ("[w]hile the proponent provides information to suggest that he had `good cause' for such failure, there is no information to indicate that the proponent took steps to avoid such cause"); ConocoPhillips (March 5, 2007) (proponent had no "good cause" for purposes of Rule 14a-8(h)(3) despite his claim that he was unable to find anybody in the Houston area to present his proposal); Sonat Inc. (January 6, 1994) (schedule conflicts and personal inconventence are not "good cause" for purposes of Rule 14a8(h)(3)); Harnischfeger Indus., Inc. (December 15, 1992) (proponent "offered no explanation accounting for his failure to present his proposal").

Rule 14a-8(h)(3) provides that if a proponent or his or her qualified representative fails to appear and present a proposal, without good cause, the Company is entitled to exclude any of the proponent's proposals at any meetings held in the following two calendar years. As such, the Company believes the Proposal should be excluded from the 2008 Proxy Materials under Rule 14a-8(h)(3).

II. THE PROPOSAL MAY BE OMITTED BECAUSE THE PROPOSAL CONTAINS FALSE AND MISLEADING STATEMENTS

The Proponent failed to appear at the Company's 2007 Annual Meeting of Stockholders to present the 2007 Proposal. In accordance with Rule 14a-8(h)(3), the 2007 Proposal was not voted on at the 2007 Annual Meeting. In his current Proposal, the Proponent states that "In 2007, over 25 percent of the shares, and substantially more of the stockholders voted FOR this proposal." Up until the final tabulation of the votes at the Annual Meeting, the support for the 2007 Proposal was less than 6% and, in light of the Proponent's failure to present the 2007 Proposal, no vote was recorded with respect to that Proposal. Because no vote was recorded, the Proponent's statement is materially false and misleading. As such, the Proposal may be excluded from the Company's 2008 Proxy Materials under Rule 14a-8(i)(3).

CONCLUSION

For the foregoing reasons, the Company believes the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rules to Rule 14a-8(h)(3) and 14a-8(i)(3).

[APPENDIX 2]

Exhibit A

George F. Longino III
3505 Harvard Avenue
Dallas, TX 75205

October 1, 2007

Mr. Michael S. Helfer
Corporate Secretary
Citigroup, Inc.
399 Park Avenue
New York, NY 10022

Dear Mr. Helfer;

My name and address are as shown above. I am a private investor, and I own 16,435 shares of Citigroup common stock.

Please include the following Stockholder Proposal in the Citigroup Proxy for consideration by the stockholders at the upcoming annual meeting to be held in 2008: Proposal

Resolved: That the Personnel and Compensation Committee of the Board of Directors limit the average individual compensation of senior management (those persons with whom the Committee is responsible for determining their compensation) to ONE HUNDRED TIMES the average compensation of the rest of the worldwide employees. Business and individual performance awards and discretionary awards must remain within this upper limit.

REASONS: "As a global leader in financial services, Citigroup should take the lead in eliminating the continued criticism of what is perceived across the entire client base, as well as by Congressmen, Economists and Social Scientists, as excessive compensation for top management."

"These excessive compensation packages fail to align the interests of Senior Management with those of its clients, its franchise, other employees, or non-employee investors. These exorbitant pay packages do little to slow the exodus of talented employees from the Corporation. These pay packages do not relate to stock performance. As one prominent observer said of the current pay system `with its envy-driven compensation mania, (it) has developed to a place where it brings out the absolute worst in good people'."

"The average CEO of a large public corporation makes 400 times the pay of his Company's average employee, and that gap has quadrupled in less than 20 years. This can not be good for our country."

In 2007, over 25 percent of the shares, and substantially more of the shareholders, voted FOR this proposal. If you AGREE with this proposal, please vote FOR it on your Proxy Card.

/s/

[STAFF REPLY LETTER]

January 9, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Citigroup Inc. Incoming letter dated December 20, 2007

The proposal relates to compensation.

There appears to be some basis for your view that Citigroup may exclude the proposal under rule 14a-8(h)(3). We note your representation that Citigroup included the proponent's proposal in its proxy statement for its 2007 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Citigroup omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Citigroup relies.

Sincerely,

/s/

Greg Belliston
Special Counsel