FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Gerspach John C   2. Issuer Name and Ticker or Trading Symbol CITIGROUP INC [C] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O CORPORATE LAW DEP'T, CITIGROUP INC., 153 EAST 53RD STREET, 19TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/14/2018 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/14/2018   G V 12,966 (1) D $ 0 0 (2) I 2016 GRAT 1 Common Stock 05/14/2018   J(1)   12,966 A $ 0 12,966 I By Trusts Common Stock 05/16/2018   S   12,966 D $ 72.31 (3) 0 I By Trusts Common Stock               254,256.12 (2) (4) (5) D   Common Stock               25,952 I 2016 GRAT 2 Common Stock               24,886 (4) I 2017 GRAT 1 Common Stock               30,000 I 2017 GRAT 2 Common Stock               35,000 (5) I 2018 GRAT 1

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gerspach John C C/O CORPORATE LAW DEP'T, CITIGROUP INC. 153 EAST 53RD STREET, 19TH FLOOR NEW YORK, NY 10022			Chief Financial Officer

Signatures

John C. Gerspach by Joseph B. Wollard, Attorney-in-Fact		05/18/2018
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 14, 2018 the Reporting Person made a gift of 12,966 shares of the Issuer's common stock from the 2016 GRAT 1 to trusts for the benefit of his children. The Reporting Person's wife is the trustee of each of the trusts.
(2)	On May 14, 2018 the Reporting Person transferred 11,967 shares of the Issuer's common stock to his direct ownership as a required annuity distribution from the 2016-1 GRAT. As a consequence of the gift of 12,966 shares of the Issuer's common stock reported in Footnote 1 and the distribution of 11,967 shares of the Issuer's common stock reported in Footnote 2, the 2016-1 GRAT no longer owns any shares of the Issuer's common stock.
(3)	This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $72.30 to USD $72.32. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.
(4)	On May 14, 2018 the Reporting Person transferred 15,114 shares of the Issuer's common stock to his direct ownership as a required annuity distribution from the 2017-1 GRAT.
(5)	On May 16, 2018 the Reporting Person transferred 35,000 shares of the Issuer's common stock to the 2018-1 GRAT, of which he is the trustee.

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