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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1. Name and Address of Reporting Person * Cowles James 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) CEO, Europe,Middle East&Africa (Last) (First) (Middle) CITIGROUP INC. CORP LAW DEPT, 601 LEXINGTON AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2014 (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 02/18/2014   A   36,338 (1) A $ 0 275,605.2 D   Common Stock 02/18/2014   A   23,193.1 (2) A $ 0 298,798.3 D   Common Stock 02/18/2014   F   10,901.1 (3) D $ 49.52 287,897.2 D   Common Stock               80 I By Children Common Stock               1,000 I By Family Partnership Common Stock               2,000 I By Trust Common Stock               49.4 I By 401(k) Plan

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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

Stock Unit

(4)

02/18/2014

A

24,295.78

08/18/2014(4)

08/18/2014(4)

Common Stock

24,295.78

$ 0

24,295.78 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cowles James C CITIGROUP INC. CORP LAW DEPT 601 LEXINGTON AVENUE, 19TH FLOOR NEW YORK, NY 10022			CEO, Europe,Middle East&Africa

Signatures

James C. Cowles by Joseph B. Wollard, Attorney-in-Fact		02/20/2014
**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)	Award of deferred stock pursuant to the Issuer's 2009 Stock Incentive Plan.
(2)	Award of restricted stock pursuant to the Issuer's 2009 Stock Incentive Plan.
(3)	Withholding of shares of common stock to satisfy tax withholding obligations in connection with the award of stock reported on this Form 4.
(4)	The Stock Unit is a cash-settled award that vests immediately and will be distributed to the Reporting Person six months following the grant date (subject to tax withholding). Each Stock Unit is the economic equivalent of one share of the Issuer's common stock. The cash amount distributed to the Reporting Person will be determined by multiplying the total number of Stock Units by the average of the high and low prices of the Issuer's common stock on August 18, 2014.

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