Pricing Supplement No.             f05-0517
         Pricing Supplement Dated:          May 17, 2005
         Rule 424(b)(3)
         File No.                           333-119615

         (To Prospectus Supplement
         and Prospectus Dated November 1, 2004)

         $5,000,000,000
         Citigroup Global Markets Holdings Inc.
         Retail Medium-Term Notes, Series F
         Due Nine Months or More From Date of Issue

         Trade Date:                        May 17, 2005
         Issue Date:                        May 20, 2005
         Settlement Date:                   May 20, 2005
         Following Business Day Convention

         Form of Note:                      Global/Book-Entry Only
         Calculation Agent:                 Citibank
         Minimum Denominations/Increments:  $1,000

         Purchasing Agent: Citigroup, acting as principal

         --------------------------------------------------------------

         CUSIP:                             17307XJA0
         Aggregate Principal Amount:        USD 3,226,000.00
         Price to Public:                   100%
         Concession:                        2.0000%
         Net Proceeds to Issuer:            USD 3,161,480.00
         Interest Rate (per annum):         5.2500%
         Coupon Type:                       FIXED
         Interest Payment Frequency:        Quarterly
         First Interest Payment Date:       August 15, 2005
         Maturity Date:                     May 15, 2020
         Product Ranking:                   Senior Unsecured
         Survivor's Option:                 Yes

         Redemption Information:            Subject to redemption
         at the option of Citigroup Global Markets Holdings Inc.,
         in whole or in part, on Interest Payment Dates, beginning
         May 15, 2008, at a redemption price equal to 100% of
         the principal amount of the note plus accrued interest
         thereon, if any, upon prior notice to DTC's nominee as
         holder of the note, and to the Trustee, as described in
         the Prospectus Supplement.

         --------------------------------------------------------------

         CUSIP:                             17307XJB8
         Aggregate Principal Amount:        USD 843,000.00
         Price to Public:                   100%
         Concession:                        2.5000%
         Net Proceeds to Issuer:            USD 821,925.00
         Interest Rate (per annum):         5.4000%
         Coupon Type:                       FIXED
         Interest Payment Frequency:        Semiannual
         First Interest Payment Date:       November 15, 2005
         Maturity Date:                     May 15, 2030
         Product Ranking:                   Senior Unsecured
         Survivor's Option:                 Yes

         Redemption Information:            Subject to redemption
         at the option of Citigroup Global Markets Holdings Inc.,
         in whole or in part, on Interest Payment Dates, beginning
         May 15, 2010, at a redemption price equal to 100% of
         the principal amount of the note plus accrued interest
         thereon, if any, upon prior notice to DTC's nominee as
         holder of the note, and to the Trustee, as described in
         the Prospectus Supplement.