Citigroup in Principal-Protected Currency-Linked Notes Offering

April 28, 2005

Cleary Gottlieb represented Citigroup Global Markets as underwriter in Citigroup Global Markets Holdings’ $85 million offering of principal-protected notes based upon a group of Asian currencies due April 28, 2008.

The notes are debt securities linked to a group of five Asian currencies.  Unlike debt securities that pay a fixed amount at maturity, the notes’ maturity payment is based on the performance of the underlying currencies in the group during their term, but cannot be less than their principal amount.  The notes offer investors the opportunity to participate in the appreciation of the underlying currencies in the group relative to the U.S. dollar.

The group of Asian currencies includes the South Korean won, the Thai baht, the Indian rupee, the Taiwanese dollar and the Australian dollar.