Citigroup in Principal-Protected Equity Linked Notes Offering

February 28, 2005

Cleary Gottlieb represented Citigroup Global Markets as underwriter in Citigroup Global Markets Holdings’ $32 million offering of 2% principal-protected equity linked notes based upon the Dow Jones Industrial Average due August 25, 2010. 

The notes are debt securities linked to an index.  Unlike debt securities that pay a fixed amount at maturity, the notes’ maturity payment is based on the performance of the underlying index 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 index.

The Dow Jones Industrial Average is a price-weighted index designed to indicate the composite price performance of the common stocks of 30 corporations representing a broad cross-section of U.S. industry.