CITIGROUP INC.

388 Greenwich Street

New York, NY 10013

May 7, 2021

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attn: David Lin

 

Re:

Citigroup Inc.

Registration Statement on Form S-3 (No. 333-255302)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citigroup Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement (the “Registration Statement”) so that it will become effective at 12:00 p.m., New York City time, on May 11, 2021, or as soon thereafter as practicable.

The Company and each of the registrants listed in the Registration Statement hereby acknowledge that should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

Please contact Jeffrey D. Karpf of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2864 or via email at jkarpf@cgsh.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.