SALOMON SMITH BARNEY HOLDINGS INC
8-K/A, 1997-12-01
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                   FORM 8-K/A


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


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


                       Date of Report: September 24, 1997
                        (Date of earliest event reported)


                       SALOMON SMITH BARNEY HOLDINGS INC.
             (Exact name of registrant as specified in its charter)


            Delaware                      1-4346               22-1660266
(State or Other Jurisdiction of  (Commission File Number)   (I.R.S. Employer
         Incorporation)                                   Identification Number)

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

                              388 Greenwich Street
                            New York, New York 10013
                     (Address of Principal Executive Office)


       Registrant's telephone number, including area code: (212) 816-6000
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                  Salomon Smith Barney Holdings Inc. hereby amends its Current
Report on Form 8-K originally filed with the Securities and Exchange Commission
(the "Commission") on October 28, 1997 (the "Report"), as set forth in more
detail below:

ITEM 5. OTHER EVENTS

                  The second paragraph of Item 5 is hereby deleted in its
entirety from the Report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

                  Item 7 of the Report is hereby amended by deleting in its
entirety each of Exhibits 23 and 99 to the Report and by deleting any and all
references to each such exhibit in Item 7.


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report or amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: December 1, 1997


                                             Salomon Smith Barney Holdings Inc.


                                             By: /s/  Robert H. Mundheim
                                                --------------------------------
                                          Name:  Robert H. Mundheim
                                          Title: General Counsel


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