CITIZENS FINANCIAL GROUP, INC.
ONE CITIZENS PLAZA
PROVIDENCE, RI 02903
May 21, 2021
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Citizens Financial Group, Inc. | |
Registration Statement on Form S-4 (File No. 333-254994) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citizens Financial Group, Inc. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that it will become effective as of 4:00 p.m., Eastern Daylight Time, on May 25, 2021, or as soon thereafter as practicable.
Please contact me at (401) 824-0503 or Benjamin H. Weiner of Sullivan & Cromwell LLP at (212) 558-4000 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Very truly yours, | ||||
CITIZENS FINANCIAL GROUP, INC. | ||||
By: | /s/ Malcolm Griggs | |||
Name: | Malcolm D. Griggs | |||
Title: | General Counsel and Chief Legal and Risk Officer |
cc: | Robert W. Downes | |
Benjamin H. Weiner | ||
(Sullivan & Cromwell LLP) |