CAQ Principal Protected Notes Based Upon A Grp. of Asian Currencies

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2007

Check here if Amendment [ ]; Amendment Number: ___
This Amendment (Check only one.): [ ] is a restatement.
[ ] adds new holdings entries.

Name: Citigroup Global Markets Holdings Inc.
Address: 388 Greenwich Street
 New York, New York 10013

Form 13F File Number: 28-1109

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Name: Riqueza V. Feaster
Title: Assistant Secretary
Phone: (212) 559-1000

Signature, Place, and Date of Signing:

/s/ Riqueza V. Feaster New York, New York February 14, 2008

Report Type (Check only one.):

[ ] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting
manager are reported in this report.)

[ X ] 13F NOTICE. (Check here if no holdings reported are in this
report, and all holdings are reported by other reporting
manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings
for this reporting manager are reported in this report and a
portion are reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number 28-2427
Name: Citigroup Inc.

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