Citigroup in Offering of Stock Market Upturn Notes Based Upon the Dow Jones Industrial Average

Cleary Gottlieb represented Citigroup Global Markets Inc. as underwriter in Citigroup Global Markets Holdings’ $15.5 million offering of Stock Market Upturn Notes^SM Based Upon the Dow Jones Industrial Average^SM due November 29, 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 Average^SM 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.