SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT


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


                        Date of Report: March 1, 2001
                        ---------------------------------
                        (Date of earliest event reported)


                       Salomon Smith Barney Holdings Inc.
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               (Exact name of registrant as specified in charter)


   New York                      1-4346                     11-2418067
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  (State or other juris-       (Commission                 (I.R.S. Employer
 diction of organization)       File Nos.)                Identification No.)


   388 Greenwich Street, New York, New York                   10013
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   (Address of principal executive offices)                 (Zip Code)


Registrant's Telephone Number, including area code: (212) 816-6000

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(Former name, former address and former fiscal year, if changed since last
report.)


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                       Salomon Smith Barney Holdings Inc.
                           Current Report on Form 8-K

Item 4.   Changes in Registrant's Certifying Accountant.

On March 1, 2001, Salomon Smith Barney Holdings Inc. ("SSBH" or the "Company"),
a New York corporation, engaged KPMG LLP ("KPMG") as the Company's independent
accountants for the fiscal year 2001. The engagement of PricewaterhouseCoopers
LLP ("PWC") as the Company's independent accountant for the fiscal year 2000
will be terminated following the issuance of their report on the Company's
consolidated financial statements for the year ended December 31, 2000. The
decision to engage KPMG (and terminate PWC) was approved by the Company's Board
of Directors in connection with a consolidation of the Company's independent
accountants with those of its ultimate parent company. PWC will continue to
provide an array of services to the Company.

The reports of PWC on the Company's consolidated financial statements for the
years ended December 31, 1999 and 1998 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.

During the years ended December 31, 1999 and 1998 and through the date hereof,
there have been no disagreements with PWC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of PWC, would have
caused PWC to make reference to the subject matter of the disagreement in
connection with their report on the Company's consolidated financial statements
for such years.

During the years ended December 31, 1999 and 1998 and through the date hereof,
there have been no "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K under the Securities Act of 1933) with respect to the Company.

During the years ended December 31, 2000, 1999 and 1998, and through the date
hereof, the Company did not consult with KPMG (other than in KPMG's capacity as
the auditor of Citigroup Inc., the Company's ultimate parent) regarding either
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and in no case was a written report provided
to the Company nor was oral advice provided that KPMG concluded was an important
factor considered by the Company in reaching a decision as to an accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or a "reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided PWC with a copy of the preceding disclosures made in
response to Item 304(a) of Regulation S-K and has requested PWC to furnish the
Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made by the Company herein. A copy
of PWC's letter, dated March 6, 2001, is filed as Exhibit 16.1 to this Form 8-K.



Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

     16.1      Letter from PWC LLP dated March 6, 2001


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                                   SIGNATURES

      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 thereunto duly authorized.


                                            SALOMON SMITH BARNEY HOLDINGS INC.
                                            (Registrant)

                                            By: /s/ Stephanie B. Mudick
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                                                    Stephanie B. Mudick
                                                    Assistant Secretary


Dated: March 6, 2001