Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
09/23/2014		 3. Issuer Name and Ticker or Trading Symbol
CITIZENS FINANCIAL GROUP INC/RI [CFG]
(Last)
(First)
(Middle)
36 ST. ANDREW SQUARE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EDINBURGH, X0 EH2 2YB		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 555,362,028
I
See Footnote (1)
Common Stock 4,636,296
I
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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 09/23/2014
**Signature of Reporting Person Date
The Royal Bank of Scotland plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer 09/23/2014
**Signature of Reporting Person Date
RBSG International Holdings Limited, By: /s/ Sally Sutherland, Director of Company Secretary 09/23/2014
**Signature of Reporting Person Date
National Westminster Bank plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer 09/23/2014
**Signature of Reporting Person Date
NatWest Group Holdings Corporation, By: /s/ Jason Hauf, Chief Financial Officer 09/23/2014
**Signature of Reporting Person Date
RBS CBFM North America Corp., By: /s/ Jason Hauf, Chief Financial Officer 09/23/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 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.
(2) 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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