EXHIBIT 4.2

                         SUBSEQUENT TRANSFER INSTRUMENT

                  Pursuant to this Subsequent Transfer Instrument, dated
September 15, 2004 (the "Instrument"), between Citigroup Mortgage Loan Trust
Inc. as seller (the "Depositor"), and Wells Fargo Bank, N.A. as trustee of the
Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1, Asset Backed Pass-Through
Certificates, Series 2004-OPT1, as purchaser (the "Trustee"), and pursuant to
the Pooling and Servicing Agreement, dated as of September 1, 2004 (the "Pooling
and Servicing Agreement"), among the Depositor, Option One Mortgage Corporation
as servicer and the Trustee, the Depositor and the Trustee agree to the sale by
the Depositor and the purchase by the Trustee in trust, on behalf of the Trust,
of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").

                  Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Pooling and Servicing Agreement.

                  Section 1:  Conveyance of Subsequent Mortgage Loans.


                  (a) The Depositor does hereby sell, transfer, assign, set over
         and convey to the Trustee in trust, on behalf of the Trust, without
         recourse, all of its right, title and interest in and to the Subsequent
         Mortgage Loans, and including all amounts due on the Subsequent
         Mortgage Loans after the related Subsequent Cut-off Date, and all items
         with respect to the Subsequent Mortgage Loans to be delivered pursuant
         to Section 2.01 of the Pooling and Servicing Agreement; provided,
         however that the Depositor reserves and retains all right, title and
         interest in and to amounts due on the Subsequent Mortgage Loans on or
         prior to the related Subsequent Cut-off Date. The Depositor,
         contemporaneously with the delivery of this Agreement, has delivered or
         caused to be delivered to the Trustee each item set forth in Section
         2.01 of the Pooling and Servicing Agreement. The transfer to the
         Trustee by the Depositor of the Subsequent Mortgage Loans identified on
         the Mortgage Loan Schedule shall be absolute and is intended by the
         Depositor, the Servicer, the Trustee and the Certificateholders to
         constitute and to be treated as a sale by the Depositor to the Trust
         Fund.

                  (b) The Depositor, concurrently with the execution and
         delivery hereof, does hereby transfer, assign, set over and otherwise
         convey to the Trustee without recourse for the benefit of the
         Certificateholders all the right, title and interest of the Depositor,
         in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated
         the date hereof, between the Depositor as purchaser and the Servicer as
         seller, to the extent of the Subsequent Mortgage Loans.

                  (c) Additional terms of the sale are set forth on Attachment A
         hereto.


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                  Section 2. Representations and Warranties; Conditions
Precedent.


                  (a) The Depositor hereby confirms that each of the conditions
         and the representations and warranties set forth in Section 2.08 of the
         Pooling and Servicing Agreement are satisfied as of the date hereof.

                  (b) All terms and conditions of the Pooling and Servicing
         Agreement are hereby ratified and confirmed; provided, however, that in
         the event of any conflict, the provisions of this Instrument shall
         control over the conflicting provisions of the Pooling and Servicing
         Agreement.

                  Section 3. Recordation of Instrument.

                  To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

                  Section 4. Governing Law.

                  This Instrument shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

                  Section 5. Counterparts.

                  This Instrument may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same instrument.

                  Section 6. Successors and Assigns.

This Instrument shall inure to the benefit of and be binding upon the Depositor
and the Trustee and their respective successors and assigns.


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                               CITIGROUP MORTGAGE LOAN TRUST INC.

                               By:    /s/ A. Randall Appleyard
                                  -------------------------------
                               Name:  A. Randall Appleyard
                               Title: Vice President


                               WELLS FARGO BANK, N.A., as Trustee for Citigroup
                               Mortgage Loan Trust Inc., Series 2004-OPT1, Asset
                               Backed Pass-Through Certificates,

                               By:    /s/ Stacey Taylor
                                  -------------------------------
                               Name:  Stacey Taylor
                               Title: Assistant Vice President


Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.



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                                  ATTACHMENT A

                            ADDITIONAL TERMS OF SALE

                  A. General
         1.       Subsequent Cut-off Date: September 1, 2004
         2.       Subsequent Transfer Date: September 15, 2004
         3.       Aggregate Stated Principal Balance of the Subsequent Mortgage
                  Loans as of the Subsequent Cut-off Date: $549,819,689.35
         4.       Purchase Price: 100.00%

                  B. The following representations and warranties with respect
         to such Subsequent Mortgage Loan determined as of the related
         Subsequent Cut-off Date are true and correct: (i) such Subsequent
         Mortgage Loan may not be 30 or more days delinquent as of the last day
         of the month preceding the Subsequent Cut-off Date; (ii) the original
         term to stated maturity of such Subsequent Mortgage Loan will not be
         less than 120 months and will not exceed 360 months; (iii) the
         Subsequent Mortgage Loan may not provide for negative amortization;
         (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio
         greater than 100%; (v) such Subsequent Mortgage Loans will have, as of
         the Subsequent Cut-off Date, a weighted average term since origination
         not in excess of 2 months; (vi) such Subsequent Mortgage Loan, if a
         Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less
         than 4.795% per annum or greater than 12.550% per annum; (vii) such
         Subsequent Mortgage Loan must have a first payment date occurring on or
         before October 1, 2004 and will include 30 days' interest thereon;
         (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage
         Loan, the Subsequent Mortgage Loan will have a Gross Margin not less
         than 1.995% per annum; (ix) if the Subsequent Mortgage Loan is an
         Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a
         Maximum Mortgage Rate not less than 10.000% per annum; (x) if the
         Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the
         Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less
         than 4.200% per annum and (xi) such Subsequent Mortgage Loan shall have
         been underwritten in accordance with the Originator's underwriting
         guidelines.

                  C. Following the purchase of the Subsequent Group I Mortgage
         Loans, the Group I Mortgage Loans (including the related Subsequent
         Group I Mortgage Loans) shall, as of the related Subsequent Cut-off
         Date: (i) have a weighted average original term to stated maturity of
         not more than 360 months; (ii) have a weighted average Mortgage Rate of
         not less than 7.00% per annum and not more than 7.60% per annum; (iii)
         have a weighted average Loan-to-Value Ratio of not more than 80%; (iv)
         have no Mortgage Loan with a Stated Principal Balance in excess of
         $475,000; (v) will consist of Mortgage Loans with Prepayment Charges
         representing no less than 70% by aggregate Stated Principal Balance of
         the Group I Mortgage Loans and (vi) have no more than 27% of Fixed-Rate
         Mortgage Loans by aggregate Stated Principal Balance of the Group I
         Mortgage Loans. In addition, the Adjustable-Rate Group I Mortgage Loans
         will have a weighted average Gross Margin not less than 3.920% per
         annum. For purposes of the calculations described in this paragraph,
         percentages of the Group I Mortgage Loans will


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         be based on the Stated Principal Balance of the Initial Group I
         Mortgage Loans as of the Cut-off Date and the Stated Principal Balance
         of the Subsequent Group I Mortgage Loans as of the related Subsequent
         Cut-off Date.

                  D. Following the purchase of the Subsequent Group II Mortgage
         Loans, the Group II Mortgage Loans (including the related Subsequent
         Group II Mortgage Loans) shall, as of the related Subsequent Cut-off
         Date: (i) have a weighted average original term to stated maturity of
         not more than 360 months; (ii) have a weighted average Mortgage Rate of
         not less than 6.82% per annum and not more than 7.42% per annum; (iii)
         have a weighted average Loan-to-Value Ratio of not more than 80%; (iv)
         have no Mortgage Loan with a principal balance in excess of $1,099,208;
         (v) will consist of Mortgage Loans with Prepayment Charges representing
         no less than 70.67% by aggregate Stated Principal Balance of the Group
         II Mortgage Loans; and (vi) have no more than 30% of Fixed-Rate
         Mortgage Loans by aggregate Stated Principal Balance of the Group II
         Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage
         Loans will have a weighted average Gross Margin not less than 4.150%
         per annum. For purposes of the calculations described in this
         paragraph, percentages of the Group II Mortgage Loans will be based on
         the Stated Principal Balance of the Initial Group II Mortgage Loans as
         of the Cut-off Date and the Stated Principal Balance of the Subsequent
         Group II Mortgage Loans as of the related Subsequent Cut-off Date.



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                                  ATTACHMENT B

                      SCHEDULE OF SUBSEQUENT MORTGAGE LOANS


                                [Filed by Paper]







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