Citigroup Global Markets in Stock Market Upturn Notes Linked to the Dow Jones Industrial Average

February 3, 2005

Cleary Gottlieb represented Citigroup Global Markets Inc. as underwriter in Citigroup Global Markets Holdings’ $16.5 million offering of Stock Market Upturn NotesSM based upon the Dow Jones Industrial AverageSM due November 3, 2006.

The notes are debt securities linked to the performance of the Dow Jones Industrial Average.SM Unlike debt securities that pay a fixed amount at maturity, the notes provide investors a maturity payment based on the performance of the Dow Jones Industrial AverageSM during the term of the notes and that may be less than the principal amount of the notes. The notes offer investors the opportunity to participate in 300% of the appreciation of the index in exchange for bearing the risk of any depreciation of the index.