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 * 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., 388 GREENWICH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/20/2019 (Street) NEW YORK, NY 10013 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 01/20/2019   F   21,695.69 (1) D $ 63.12 222,797.43 (2) D   Common Stock               10,916 (2) I By Trusts Common Stock               24,886 I By 2017 GRAT 1 Common Stock               14,799 (2) I By 2017 GRAT 2 Common Stock               35,000 I By 2018 GRAT 1 Common Stock               40,000 (3) I By 2018 GRAT 2

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

Performance Share Units

(4) (5)

01/20/2019

A

57,153.04

(4)(5)

(4)(5)

Common Stock

57,153.04

$ 0

57,153.04 (4) (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gerspach John C C/O CORPORATE LAW DEP'T, CITIGROUP INC. 388 GREENWICH STREET NEW YORK, NY 10013			Chief Financial Officer

Signatures

John C. Gerspach by Joseph B. Wollard, Attorney-in-Fact		01/23/2019
**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)	Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
(2)	Reflects the following distributions from the Reporting Person's current Grantor Retained Annuity Trusts ("GRATs") to the Reporting Person's direct holdings that occurred since his last Form 4 filing on May 18, 2018: 15,036 shares from 2016 GRAT-2 on November 14, 2018 and 15,201 shares from 2017 GRAT-2 on November 15, 2018. In addition, on November 28, 2018, the Reporting Person transferred 10,916 shares from the expired 2016 GRAT-2 to Trust accounts of which his wife is the Trustee.
(3)	On November 20, 2018, the Reporting Person transferred 40,000 shares to the 2018 GRAT 2, of which he is the Trustee.
(4)	On February 16, 2016 the Reporting Person received from the Issuer a target award of 68,825.91 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 150% of the target award, based on the Issuer's total shareholder return relative to the total shareholder return of certain of its peer financial services companies during the three-year period ending on December 31, 2018. Based on the adjustments described above, the Reporting Person is entitled to receive 57,153.04 PSUs.
(5)	(Continuation of Footnote 4) Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2019. Each PSU is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock for the period December 20, 2018 through January 18, 2019, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2015 through February 28, 2019.

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