Citigroup in SEQUINS Linked Offering

May 27, 2005

Cleary Gottlieb represented Citigroup Global Markets Inc., as underwriter, in Citigroup Global Markets Holdings Inc.’s $38 million offering of 3.8 million 7.25% Select Equity Indexed Notes (SEQUINSSM) due June 1, 2006.  The offering is linked to the common stock of Altria Group, Inc., a group of companies that engage in the manufacture and sale of cigarettes and tobacco products, branded food and beverages, and the management of leveraged and direct finance leases.  Cleary also acted as special tax counsel to the issuer in the transaction.

The SEQUINS are unsecured senior debt securities issued under a shelf registration statement.  If not called, at maturity the SEQUINS return a fixed number of shares of Altria common stock.  If the SEQUINS are called, investors receive an annual yield to call of 12%.  Until the SEQUINS are called, investors receive quarterly interest payments.  The call feature effectively caps upside potential at 12%, but in return investors receive interest at a rate that is significantly greater than Altria’s dividend payments.

Prior to this offering, Cleary worked with Citigroup on the issuance of SEQUINS linked to the common stock of Intel Corporation, Texas Instruments Incorporated, Hewlett-Packard Company, Motorola, Inc., Apple Computer Inc. and IAC/InterActiveCorp, and the Class A special common stock of Comcast Corporation.