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CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact Name of Registrant As Specified in Its Charter) New York 11-2418067 (State Or Other Jurisdiction of Incorporation (I.R.S

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CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact Name of Registrant As Specified in Its Charter) New York 11-2418067 (State Or Other Jurisdiction of Incorporation (I.R.S SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ ________________ Commission file number 1-15286 ________________ CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) New York 11-2418067 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 388 Greenwich Street, New York, New York 10013 (Address of principal executive offices) (Zip Code) (212) 816-6000 (Registrant’s telephone number, including area code) ________________ REDUCED DISCLOSURE FORMAT The registrant meets the conditions set forth in General Instruction I (1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes___ No X Because the registrant is a wholly owned subsidiary of Citigroup Inc., none of the registrant’s outstanding voting stock is held by nonaffiliates of the registrant. As of the date hereof, 1,000 shares of the registrant’s Common Stock, $.01 par value, were issued and outstanding. Documents Incorporated by Reference: None Available on the web @ www.citigroup.com [Cover page 1 of 4 pages.] Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Equity Linked Notes based upon the Dow Jones Industrial Chicago Board Options Exchange Average sm Due September 6, 2005 Principal-Protected Equity Linked Notes based upon the S&P American Stock Exchange 500® Index Due 2005 Principal-Protected Equity Linked Notes based upon the S&P Chicago Board Options Exchange 500® Index Due 2005 Callable Principal-Protected Equity Linked Notes based upon Chicago Board Options Exchange the S&P 500® Index Due 2006 Callable Equity Linked Notes based upon the TheStreet.com American Stock Exchange Internet Sector Index Due 2006 0.25% Cash Exchangeable Notes Linked to a Basket of American Stock Exchange Telecommunications Stocks Due 2005 0.25% Notes Exchangeable for a Basket of Selected American Stock Exchange Technology Stocks, Due 2005 0.25% Notes Exchangeable for a Basket of Selected American Stock Exchange Technology Stocks, Due 2007 Notes Exchangeable for the Common Stock of Pfizer Inc., Due American Stock Exchange 2008 Targeted Growth Enhanced Terms Securities (TARGETS sm) American Stock Exchange of Subsidiary Trust With Respect to the Common Stock of Bank One Corporation Principal-Protected Notes Linked to the S&P 500® Index Due American Stock Exchange 2007 Targeted Growth Enhanced Terms Securities (TARGETS sm) American Stock Exchange of Subsidiary Trust With Respect to the Common Stock of Amgen Inc. Principal-Protected Notes Linked to the Nasdaq-100 Index® American Stock Exchange Due 2007 Principal-Protected Notes Linked to the Dow Jones EURO American Stock Exchange STOXX 50 Index sm Due 2007 Targeted Growth Enhanced Terms Securities (TARGETS sm) American Stock Exchange of Subsidiary Trust With Respect to the Common Stock of Dell Computer Corporation Targeted Growth Enhanced Terms Securities (TARGETS sm) American Stock Exchange of Subsidiary Trust With Respect to the Common Stock of International Business Machines Corporation Stock Market Upturn Notes sm based upon the Dow Jones American Stock Exchange Industrial Average sm Due 2005 Stock Market Upturn Notes sm Linked to the Nasdaq-100 American Stock Exchange Index® Due 2006 Select EQUity Indexed NoteS sm based upon the Common Stock American Stock Exchange of Intel Corporation Due 2005 Select EQUity Indexed NoteS sm based upon the Common Stock American Stock Exchange of Texas Instruments Incorporated Due 2005 Select EQUity Indexed NoteS sm based upon the Class A Special American Stock Exchange Common Stock of Comcast Corporation Due 2005 [Cover page 2 of 4 pages.] Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to the Common Stock of Time Warner Inc. 7.5% Medium-Term Equity Linked Securities (ELKS sm) based American Stock Exchange on the Common Stock of Hewlett-Packard Company Due 2005 Select EQUity Indexed NoteS sm based upon the Common Stock American Stock Exchange of Applied Materials, Inc. Due 2006 Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to the Common Stock of Cisco Systems, Inc. Index LeAding StockmarkEt Return Securities (Index American Stock Exchange LASERS sm) Based Upon the Dow Jones Industrial Average Due 2008 Equity Linked Securities (ELKS sm) based on the Common American Stock Exchange Stock of Newmont Mining Corporation Due 2005 7% Medium-Term Equity Linked Securities (ELKS sm) based American Stock Exchange on the Common Stock of Newmont Mining Corporation Due 2005 Select EQUity Indexed NoteS sm based on the common stock of American Stock Exchange Hewlett-Packard Company Due 2005 Principal-Protected Equity Linked Notes Based Upon the S&P American Stock Exchange 500® Index Due 2009 Principal-Protected Equity Linked Notes Based Upon the Dow American Stock Exchange Jones Global Titans 50 Index sm Due 2009 Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to the Common Stock of Alcoa Inc. Principal-Protected Equity Linked Notes Based Upon the American Stock Exchange Nasdaq-100 Index Due 2009 Equity Linked Securities (ELKS sm) based on the Common American Stock Exchange Stock of Yahoo! Inc. Due 2005 Index LeAding StockmarkEt Return Securities (Index American Stock Exchange LASERS sm) Based Upon the Nikkei 225 Stock Average Due 2008 Select EQUity Indexed NoteS sm based on the common stock of American Stock Exchange Motorola, Inc. due 2005 Stock Market Upturn Notes sm Based Upon the S&P 500® Index American Stock Exchange Due 2006 Equity Linked Securities (ELKS sm) based on the Common American Stock Exchange Stock of Genentech, Inc. Due 2005 Principal-Protected Equity Linked Notes Based Upon the Dow American Stock Exchange Jones Industrial Average sm Due 2009 Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to American Depositary Receipts Representing Ordinary Shares of Nokia Corporation Select EQUity Indexed NoteS sm based upon the common stock American Stock Exchange of Apple Computer, Inc. due 2005 Principal-Protected Equity Linked Notes Based Upon the S&P American Stock Exchange 500® Index Due 2010 [Cover page 3 of 4 pages.] Premium Mandatory Callable Equity-Linked Securities American Stock Exchange (PACERS sm) Based Upon the Common Stock of JPMorgan Chase & Co. Due 2007 Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to the Common Stock of Newmont Mining Corporation Stock Market Upturn Notes sm Based Upon the Dow Jones American Stock Exchange Industrial Average sm Due 2006 Equity Linked Securities (ELKS sm) based on the Common American Stock Exchange Stock of Texas Instruments Incorporated Due 2006 Targeted Growth Enhanced Terms Securities (TARGETS sm) of American Stock Exchange Subsidiary Trust With Respect to the Common Stock of Intel Corporation Principal-Protected Equity Linked Notes Based Upon the Dow American Stock Exchange Jones Industrial Average sm Due 2010 Securities registered pursuant to Section 12(g) of the Act: None [Cover page 4 of 4 pages.] CITIGROUP GLOBAL MARKETS HOLDINGS INC. Annual Report on Form 10-K For Fiscal Year Ended December 31, 2004 ______________________________ TABLE OF CONTENTS Form 10-K Item Number Page Part I 1. Business ...............................................................................................................................1 2. Properties ...........................................................................................................................10 3. Legal Proceedings..............................................................................................................10 4. Omitted Pursuant to General Instruction I Part II 5. Market For Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities…………………………………………………………. .18 6. Omitted Pursuant to General Instruction I 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations...................................................................................................................19 7A. Quantitative and Qualitative Disclosures About Market Risk ..........................................48 8. Financial Statements
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