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                                                                    Exhibit 4(b)

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                                     BY-LAWS



                                       of



                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                            (a New York corporation)


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


                              Amended April 7, 2003



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                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.
                     (hereinafter called the "corporation")

                                    ARTICLE I
                                     OFFICES

            Section 1. The office of the corporation shall be located in the
County of New York, in the State of New York.

            Section 2. The corporation may also have offices at such other
places both within and without the State of New York as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

            Section 1. All meetings of shareholders for the election of
directors shall be held in the City of New York, State of New York at such place
as may be fixed from time to time by the board of directors.


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            Section 2. Annual meetings of shareholders, commencing with the year
2000 shall be held on the 15th day of April if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 2:00 PM, at which they
shall elect by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.

            Section 3. Written or printed notice of the annual meeting stating
the place, date and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.

                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

            Section 1. Special meetings of shareholders may be held at such time
and place within or without the State of New York as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

            Section 2. Special meetings of the shareholders, for any purpose


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or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than 50% of all the shares entitled to vote at the meeting.

            Section 3. Written or printed notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than fifty
days before the date of the meeting, either personally or by mail, by, or at the
direction of, the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. The
notice should also indicate that it is being issued by, or at the direction of,
the person calling the meeting.

            Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

            Section 1. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute


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a quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders present in person or represented by proxy
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted that might have been transacted at
the meeting as originally notified.

            Section 2. If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders, unless the vote of a greater or lesser number of shares of
stock is required by law or the certificate of incorporation.

            Section 3. Each outstanding share of stock having voting power shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

            Section 4. The board of directors in advance of any shareholders'


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meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a shareholders' meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
as inspector fails to appear or act, the vacancy may be filled by the board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

            Section 5. Whenever shareholders are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding shares entitled to vote thereon.

                                    ARTICLE V
                                    DIRECTORS

            Section 1. The number of directors shall be not less than two and
nor more than twenty. Directors shall be at least eighteen years of age and need
not be residents of the State of New York nor shareholders of the corporation.
The


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directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, except as hereinafter provided, and each
director elected shall serve until the next succeeding annual meeting and until
his successor shall have been elected and qualified. The first board of
directors shall hold office until the first annual meeting of shareholders.

            Section 2. Any or all of the directors may be removed, with or
without cause, at any time by the vote of the shareholders at a special meeting
called for that purpose.

            Any director may be removed for cause by the action of the directors
at a special meeting called for that purpose.

            Section 3. Unless otherwise provided in the certificate of
incorporation, newly created directorships resulting from an increase in the
board of directors and all vacancies occurring in the board of directors,
including vacancies caused by removal without cause, may be filled by the
affirmative vote of a majority of the board of directors; however, if the number
of directors then in office is less than a quorum, then such newly created
directorships and vacancies may be filled by a vote of a majority of the
directors then in office. A director elected to fill a vacancy shall hold office
until the next meeting of shareholders at which election of directors is the
regular order of business, and until his successor shall have been


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elected and qualified. A director elected to fill a newly created directorship
shall serve until the next succeeding annual meeting of shareholders and until
his successor shall have been elected and qualified.

            Section 4. The business affairs of the corporation shall be managed
by its board of directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.

            Section 5. The directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside of the
State of New York, at such place or places as they may from time to time
determine.

            Section 6. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.


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                                   ARTICLE VI
                        MEETING OF THE BOARD OF DIRECTORS

            Section 1. Meetings of the board of directors, regular or special,
may be held either within or without the State of New York.

            Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

            Section 3. Regular meetings of the board of directors may be held
upon such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.

            Section 4. Special meetings of the board of directors may be called
by the president on 25 hours' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.


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            Section 5. Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

            Section 6. One third of the directors shall constitute a quorum for
the transaction of business unless a greater or lesser number is required by law
or by the certificate of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

            Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar


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communications by means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence
in person at the meeting.

            Section 8. Unless the certificate of incorporation provides
otherwise, any action required or permitted to be taken at a meeting of the
directors or a committee thereof may be taken without a meeting if a consent in
writing to the adoption of a resolution authorizing the action so taken, shall
be signed by all of the directors entitled to vote with respect to the subject
matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

            Section 1. The board or directors, by resolution adopted by a
majority of the entire board, may designate, from among its members, an
executive committee consisting of not more than ten nor fewer than two
directors, and other committees each consisting of at least one director, and
each of which, to the extent provided in the resolution, shall have all the
authority of the board, except as otherwise required by law. Vacancies in the
membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and


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report the same to the board when required.

                                  ARTICLE VIII
                                     NOTICES

            Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

            Section 2. Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


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                                   ARTICLE IX
                                    OFFICERS

      Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall include a Secretary and a Treasurer. The Board of Directors,
in its discretion, also may choose a Chairman of the Board of Directors, or
Co-Chairmen of the Board of Directors, each of whom must be a director, a
President and one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by law or the Certificate of Incorporation.
The officers of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman or Co-Chairmen of the Board of Directors,
need such officers be directors of the Corporation.

            Any two or more offices may be held by the same person. When all the
issued and outstanding stock of the corporation is owned by one person, such
person may hold all or any combination of offices.

            Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.


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            Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

            Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

            Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

            Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and


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execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

            Section 8. The vice-president, or if there shall be more than one,
the vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                THE SECRETARY AND ASSISTANT SECRETARIES

            Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an


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assistant secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

            Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                THE TREASURER AND ASSISTANT TREASURERS

            Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

            Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements,


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and shall render to the president and the board of directors at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

            Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

            Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

            Section 15. Such other officers as the Board of Directors may choose
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors. Any Vice Chairman, the Chief


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Administrative Officer, the General Counsel or the Chief Financial Officer shall
have the same authority to bind the Corporation as the President, unless
otherwise specified by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

            Section 1. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Certificates shall be signed by the
chairman or vice-chairman of the board or the president or a vice-president and
the secretary or an assistant secretary or the treasurer or an assistant
treasurer of the corporation and may be sealed with the seal of the corporation
of a facsimile thereof.

            When the corporation is authorized to issue shares of more than one
class, there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences, and limitations of the shares of each
class authorized to be issued and, if the corporation is authorized to issue any
class of preferred shares in series, the


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designation, relative rights, preferences and limitations of each such series so
far as the same have been fixed and the authority of the board of directors to
designate and fix the relative rights, preferences and limitations of other
series.

            Within a reasonable time after the issuance or transfer of any
uncertificated shares there shall be sent to the registered owner thereof a
written notice containing the information required to be set forth or stated on
certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York
Business Corporation Law.

            Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
issue.

            Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance


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thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

            Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate shall be cancelled and the transaction shall be recorded
upon the books of the corporation.

            Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action,
the board of directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than fifty nor
less than ten days before the date of any meeting nor more than fifty days prior
to any other action. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any


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adjournment thereof, unless the board fixes a new record date for the adjourned
meeting.

            Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of New
York.

            Section 7. A list of shareholders as of the record date, certified
by the corporate officer responsible for its preparation or by a transfer agent,
shall be produced at any meeting upon the request thereat or prior thereto of
any shareholder. If the right to vote at any meeting is challenged, the
inspectors of election, or person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the persons challenged
to vote at such meeting and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.


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                                   ARTICLE XI
                               GENERAL PROVISIONS

            Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in shares of the capital stock or in the corporation's bonds or
its property, including the shares or bonds of other corporations subject to any
provisions of law and of the certificate of incorporation.

            Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

            Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.


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            Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

            Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
New York". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
            INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

            Section 1. The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director,
officer or employee of the Corporation or any predecessor of the Corporation or
serves or served any other enterprise as a director, officer or employee at the
request of the Corporation or any predecessor of the Corporation, provided that
this provision shall not provide for indemnification to be made to or on behalf
of any director or officer if a judgment or other final adjudication adverse to
the director or officer establishes that his acts


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were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

                                  ARTICLE XIII
                                   AMENDMENTS

            Section 1. These by-laws may be amended or repealed or new by-laws
may be adopted at any regular or special meeting of shareholders at which a
quorum is present or represented, by the vote of the holders of shares entitled
to vote in the election of any directors, provided notice of the proposed
alteration, amendment or repeal be contained in the notice of such meeting.
These by-laws may also be amended or repealed or new by-laws may be adopted by
the affirmative vote of a majority of the board of directors at any regular or
special meeting of the board. If any by-law regulating an impending election of
directors is adopted, amended or repealed by the board, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors
the by-law so adopted, amended or repealed, together with precise statement of
the changes made. By-laws adopted by the board of directors may be amended or
repealed by the shareholders.


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