SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) November 29, 2004


                     Citigroup Global Markets Holdings Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


New York                          1-15286                       11-2418067
- --------------                 -------------                  --------------
(State or other                 (Commission                    (IRS Employer
jurisdiction of                 File Number)                 Identification No.)
incorporation)

       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)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act





                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                           Current Report on Form 8-K

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibits:

         Exhibit No.       Description

          1.01             Terms Agreement, dated November 23, 2004, between the
                           Company and Citigroup Global Markets Inc., as the
                           underwriter, relating to the offer and sale of the
                           Company's Premium MAndatory Callable Equity-Linked
                           SecuRitieS (PACERS(SM)) Based Upon the Common Stock
                           of JPMorgan Chase & Co. Due November 30, 2007.

          4.01             Form of Note for the Company's Premium MAndatory
                           Callable Equity-Linked SecuRitieS (PACERS(SM)) Based
                           Upon the Common Stock of JPMorgan Chase & Co. Due
                           November 30, 2007.


                                       2



                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: November 29, 2004                  CITIGROUP GLOBAL MARKETS
                                            HOLDINGS INC.



                                          By: /s/ Scott Freidenrich
                                              ----------------------
                                              Name:  Scott Freidenrich
                                              Title: Executive Vice President
                                                       and Treasurer


                                       3