Mail Stop 3561
March 30, 2006
Via U.S. Mail
Michael S. Zuckert, Esq.
General Counsel, Finance and Capital Markets
Citigroup Inc.
425 Park Avenue
New York, NY 10022
Re: Citibank Credit Card Issuance Trust
Amendment No. 1 to Registration Statement on Form S-3
Filed March 14, 2006
File Nos. 333-131355
Dear Mr. Zuckert:
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to either the base prospectus and/or the supplements
should
be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-3
General
1. We note your response but reissue prior comment 3. Also, refer
to
footnote 133 of the Regulation AB Adopting Release (Release No.
33-
8518; 34-50905).
2. We note your response to prior comment 8. However, the
disclosure
in response to Item 1119 has not been provided in one location for
investors to quickly grasp. As such, we reissue prior comment 8.
Base Prospectus
Redemption and Early Redemption of Notes, page 11
3. We note your response to prior comment 10. Please disclose in
the
base prospectus that the issuing entity will not issue asset-
backed
securities if such issuance would cause the entity to issue a
"redeemable security" as that term is defined in the Investment
Company Act of 1940 ("1940 Act") and interpreted by the SEC staff,
or
would otherwise cause the issuing entity to fail to satisfy the
applicable requirements for exemption under Rule 3a-7 under the
1940
Act, as amended, and all applicable rules, regulations, and
interpretations thereunder.
Use of Proceeds, page 34
4. We note your response to prior comment 12 and disclosure in
this
section. However, the proposed disclosure does not describe the
expenses incurred in connection with the selection and acquisition
of
the pool assets. Please revise accordingly.
Interest, page 36
5. We note your response to prior comment 13. Please confirm to
us
that in no eventuality will you use an "index" which is not an
index
of interest rates for debt, e.g. a commodities or stock index.
Derivative Agreements, page 61
6. We note your response to prior comment 14. Please revise your
disclosure to clarify that the derivative agreements you
contemplate
are limited to interest rate or currency swap, a cap or a collar.
The Master Trust, page 101
Master Trust Assets, page 101
7. We note your response to prior comment 18. If you do not
reasonably contemplate including participations in the asset pool,
please delete the last bullet point on page 102.
The Credit Card Business of Citibank (South Dakota), page AI-1
Acquisition and Use of Credit Cards
8. We note your response to prior comment 20. Please expand your
disclosure to provide examples of "variations" to the underwriting
criteria to the extent material. Refer also to disclosure of
material
changes that should be provided pursuant to Item 1121(a)(14) of
Regulation AB.
Prospectus supplement related to offering subclass of multiple
issuance series
Summary of Terms, S-3
General
9. We note your response to prior comment 21. However, material
information regarding the additional securities should be provided
in
the registration statement in response to Item 1113(e) of
Regulation
AB. Please provide the disclosure you contemplate including from
the
distribution report in an appropriate place in the prospectus
supplement.
Part II
Exhibit 4.4
10. We note your response to prior comment 25. Please note that
Item
1108(c)(1) of Regulation AB requires a description of the material
terms of the servicing agreement and the servicer`s duties
regarding
the transaction. Also, please note that Item 601(b)(10) of
Regulation
S-K requires you to file material contracts that you are
substantially
dependent upon. It appears, however, that your description in the
base prospectus of the pooling and servicing agreement currently
filed
as an exhibit to this registration statement does not accurately
describe the material terms of the reports provided for in the
current
pooling and servicing agreement filed as an exhibit to the
registration statement. For instance, Section 3.06 of the
agreement
states that the Servicer shall cause an accounting firm to provide
an
opinion that the servicing has been conducted in compliance with
certain criteria enumerated in the agreement. We note that the
basis
for the report described in Section 3.06 differs in certain
respects
from the servicing criteria listed in Item 1122(d). Therefore,
you
must file a pooling and servicing agreement as an exhibit to this
registration statement that accurately reflects the requirements
under
Exchange Act Rule 15d-18 and Regulation AB and is consistent with
the
disclosure in the prospectus. As such, we reissue prior comment
25.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all the facts relating to a company`s
disclosure,
they are responsible for the accuracy and adequately of the
disclosures they have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting
a request for acceleration. Please provide this request at least
two
business days in advance of the requested effective date.
If you have any questions regarding these comments, you may
contact Rolaine Bancroft at (202) 551-3313. If you need further
assistance, you may contact me at (202) 551-3348.
Sincerely,
Jennifer G. Williams
Special Counsel
cc: Via Facsimile (212) 474-3700
David Mercado, Esq.
Cravath, Swaine & Moore LLP
Michael S. Zukert, Esq.
March 30, 2006
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