The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

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OMB Number: 3235-0006
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Report for the Calendar Year or Quarter Ended: 06-30-2016
Check here if Amendment X Amendment Number: 1
This Amendment (Check only one.): X is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: CITADEL ADVISORS LLC
Address: C/O CITADEL LLC
131 S. DEARBORN ST., 32ND FLOOR
Chicago, IL  60603
Form 13F File Number: 028-13183

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Patricia A. Stasny
Title: Global Controller
Phone: 312-395-4366
Signature, Place, and Date of Signing:
Patricia A. Stasny ChicagoIL 01-31-2017
[Signature] [City, State] [Date]
The purpose of this amendment is to delete the indication that there were holdings omitted on the basis of confidentiality. There were no omitted holdings and this amendment makes no changes to the data table.
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 3
Form 13F Information Table Entry Total: 8,831
Form 13F Information Table Value Total: 89,729,351
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No. Form 13F File Number Name
1 28-15591 CALC III LP
2 28-15515 Citadel Advisors II LLC
3 28-13182 CALC IV LP