Title: Transfer Learning with Context-aware Feature Compensation. Abstract: Transfer learning aims to reuse the learnt representations or subnetworks to a new domain with minimum effort for adaption. Here, the challenge lies in the mismatch between source domain and target domain, which is the major gap to be tackled by transfer learning. Hence, how to identify the mismatch between source and target domain becomes a critical problem. We propose an end-to-end framework to learn feature compensation for transfer learning with soft gating to decide whether and how much feature compensation is needed, accounting for the mismatch between source domain and target domain. To enable identifying the position of the input in reference to the overall data distribution of source domain, we perform clustering at first to figure out the data distribution in a compact form represented by cluster centers, and then use the similarities between the input and the cluster centers to describe the relative position of the input in reference to the cluster centers. This acts as the context to indicate whether and how much feature compensation is needed for the input to compensate for the mismatch between source domain and target domain. To approach that, we add only two subnetworks in the form of Multilayer Perceptron, one for computing the feature compensation and the other for soft gating the compensation, where both are computed based on the context. The experiments show that such minor change to backbone network can result in significant performance improvements compared with the baselines on some widely used benchmarks.