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

Year.




(a) On October 26, 2021, 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, 4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series
Y. 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 October 20, 2021, 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
            4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y, of
            Citigroup Inc.

 3.1          Certificate of Designations of 4.150% Fixed Rate Reset Noncumulative
            Preferred Stock, Series Y, of Citigroup Inc.

 4.1          Deposit Agreement, dated October 27, 2021 among Citigroup Inc.,
            Computershare Inc., a Delaware corporation, and its affiliate
            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 4.150% Fixed Rate Reset
            Noncumulative Preferred Stock, Series Y 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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