Ownership Submission
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 *
ROYAL BANK OF SCOTLAND GROUP PLC
   2. Issuer Name and Ticker or Trading Symbol
CITIZENS FINANCIAL GROUP INC/RI [CFG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
36 ST. ANDREW SQUARE		 3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014
(Street)

EDINBURGH, X0 EH2 2YB		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 09/29/2014   S   156,363,704 (1) D $ 21.09 (2) 398,998,324 I See Footnote (3)
Common Stock 09/29/2014   S   4,636,296 (4) D $ 21.09 (2) 0 I See Footnote (5)

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
ROYAL BANK OF SCOTLAND GROUP PLC
36 ST. ANDREW SQUARE
EDINBURGH, X0 EH2 2YB		     X    
ROYAL BANK OF SCOTLAND PLC
36 ST. ANDREW SQUARE
EDINBURGH, X0 EH2 2YB		     X    
RBSG International Holdings Ltd.
24/25 ST. ANDREW SQUARE
EDINBURGH, X0 EH2 1AF		     X    
NATIONAL WESTMINSTER BANK PLC /ENG/
135 BISHOPSGATE
LONDON, X0 EC2M 3UR		     X    
NatWest Group Holdings Corp.
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DE 19808		     X    
RBS CBFM North America Corp.
340 MADISON AVENUE
NEW YORK, NY 10173		     X    

Signatures

 The Royal Bank of Scotland Group plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer   09/30/2014
**Signature of Reporting Person Date
 The Royal Bank of Scotland plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer   09/30/2014
**Signature of Reporting Person Date
 RBSG International Holdings Limited, By: /s/ Sally Sutherland, Director of Company Secretary   09/30/2014
**Signature of Reporting Person Date
 National Westminster Bank plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer   09/30/2014
**Signature of Reporting Person Date
 NatWest Group Holdings Corporation, By: /s/ Jason Hauf, Chief Financial Officer   09/30/2014
**Signature of Reporting Person Date
 RBS CBFM North America Corp., By: /s/ Jason Hauf, Chief Financial Officer   09/30/2014
**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) This amount reflects the number of shares of common stock of the Issuer ("Common Stock") sold by RBSG International Holdings Limited, including 21,000,000 shares of Common Stock covered by the over-allotment option exercised by the underwriters, in connection with the initial public offering of the Issuer which closed on September 29, 2014 (the "IPO"). The material terms of the IPO are described in the prospectus, dated September 23, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission on September 24, 2014.
(2) This amount represents the $21.50 per share price of Common Stock sold by the underwriters in connection with the IPO, less the underwriting discount of $0.4085 per share.
(3) Directly owned by RBSG International Holdings Limited, which is a wholly owned subsidiary of The Royal Bank of Scotland plc, which is a wholly owned subsidiary of The Royal Bank of Scotland Group plc.
(4) This amount reflects the number of shares of Common Stock sold by RBS CBFM North America Corp. in connection with the IPO.
(5) Directly owned by RBS CBFM North America Corp., which is a wholly owned subsidiary of NatWest Group Holdings Corporation, which is a wholly owned subsidiary of National Westminster Bank plc, which is a wholly owned subsidiary of The Royal Bank of Scotland plc, which is a wholly owned subsidiary of The Royal Bank of Scotland Group plc.

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