Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.







(a) On January 22, 2020, Citigroup Inc. filed a Certificate of Designations with
the Secretary of State of the State of Delaware, establishing the designations,
preferences, powers and rights of the shares of a new series of Citigroup
preferred stock, 4.700% Fixed Rate / Floating Rate Noncumulative Preferred
Stock, Series V. The Certificate of Designations amended Citigroup's Restated
Certificate of Incorporation, as amended, and was effective immediately on
filing.
A copy of the Certificate of Designations is being filed as an exhibit to this
Form
8-K
and is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.







(d)  Exhibits:

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated January 15, 2020, among Citigroup
                 Inc. and the underwriters named therein, relating to the offer and
                 sale of Depositary Shares each representing a 1/25th interest in a
                 share of 4.700% Fixed Rate / Floating Rate Noncumulative Preferred
                 Stock, Series V, of Citigroup Inc.

    3.1            Certificate of Designations of 4.700% Fixed Rate / Floating Rate
                 Noncumulative Preferred Stock, Series V, of Citigroup Inc.

    4.1            Deposit Agreement, dated January 23, 2020 among Citigroup Inc.,
                 Computershare Inc., a Delaware corporation, and its wholly-owned
                 subsidiary Computershare Trust Company, N.A., a federally charted
                 national association, jointly as Depositary, Computershare Trust
                 Company N.A., as Registrar and Transfer Agent, and all holders from
                 time to time of Receipts, Depositary Shares and the related 4.700%
                 Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V
                 of Citigroup Inc.

    5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

   99.1            Citigroup Inc. securities registered pursuant to Section 12(b) of
                 the Securities Exchange Act of 1934 as of the filing date

   104           The cover page of this Current Report on Form
                 8-K,
                 formatted in Inline XBRL

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