Filed
pursuant to Rule 433(d) - Registration
Statement No. 333-131136
Free
Writing Prospectus Supplement dated May 18, 2006 to Free Writing Prospectus
dated May 17, 2006 (For use with Base Prospectus dated April 7,2006)
$794,331,000
(Approximate;
subject to a permitted variance of plus or minus 5%)
Citigroup
HELOC Trust 2006-NCB1
Issuing
Entity
Citigroup
Mortgage Loan Trust Inc.
Depositor
Citigroup
Global Markets Realty Corp.
Sponsor
and Seller
National
City Bank
Originator
and Servicer
Citigroup
HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1,
Class
2A-1, Class 2A-2, Class 2A-3 and Class M
The
depositor has filed a registration statement (including a base prospectus)
with
the SEC for the offering to which this free writing prospectus relates. Before
you invest, you should read the base prospectus in that registration statement
and other documents the depositor has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents
for
free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the
depositor, any underwriter or any dealer participating in the offering will
arrange to send you the base prospectus if you request it by calling toll-free
(877) 858-8407.
This
free
writing prospectus is not required to contain all information that is required
to be included in the base prospectus.
The
information in this free writing prospectus is preliminary and is subject to
completion or change.
The
information in this free writing prospectus, if conveyed prior to the time
of
your commitment to purchase, supersedes information contained in any prior
similar free writing prospectus relating to these securities.
This
free
writing prospectus is not an offer to sell or a solicitation of an offer to
buy
these securities in any state where such offer, solicitation or sale is not
permitted.
This
free
writing prospectus is being delivered to you solely to provide you with
information about the offering of the offered notes referred to in this free
writing prospectus and to solicit an indication of your interest in purchasing
such offered notes, when, as and if issued. Any such indication of interest
will
not constitute a contractual commitment by you to purchase any of the offered
notes.
You
may
withdraw your indication of interest at any time.
On
page 8 in the Summary of Free Writing Prospectus, under “Repurchases and
Substitutions”, the last two paragraphs are revised by deleting the clause “the
servicer or an affiliate” and replacing it with “an affiliate of the
servicer.”
On
page 19 in the Risk Factors, under “Unpredictability of Prepayments and Effect
on Yields,” the seventh and eighth bullet points are revised by deleting the
clause “the servicer or an affiliate” and replacing it with “an affiliate of the
servicer.”
On
page 33, under “The Loan Pool - General,” the fourth sentence of the first
paragraph is revised by deleting the clause “the servicer or an affiliate” and
replacing it with “an affiliate of the servicer.”
On
page 34, under “The Loan Pool - General,” the fourth full sentence and the
eighth full sentence of the first paragraph is revised by deleting the clause
“the servicer or an affiliate” and replacing it with “an affiliate of the
servicer.”
On
page 40, under “The Loan Pool - Repurchases and Substitutions,” the first
sentence and the third sentence of the first full paragraph is
revised
by deleting the clause “the servicer or an affiliate” and replacing it with “an
affiliate of the servicer.”
On
page 52, under “Yield on the Notes - General Prepayment Considerations,” the
second sentence and fourth sentence of the third full paragraph is revised
by
deleting the clause “the servicer or an affiliate” and replacing it with “an
affiliate of the servicer.”
On
page 52, under “Yield on the Notes - Weighted Average Lives,” clause (xv) of the
“Structuring Assumptions” is revised by deleting the clause “the servicer or an
affiliate” and replacing it with “an affiliate of the
servicer.”
On
page 85, the reference to “2.75%” relating to the Payment Date Occurring in
“June 2010 and thereafter” in clause (iii) of the definition of
“Trigger
Event” is revised by deleting such reference and replacing it with “1.75%”
as follows:
Payment Date Occurring In
Percentage
June 2010 and thereafter
1.75%
Neither
the SEC nor any state securities commission has approved or disapproved of
these
notes or determined if this free writing prospectus or the prospectus to which
it relates is truthful or complete. Any representation to the contrary is a
criminal offense.
The
Attorney General of the State of New York has not passed on or endorsed the
merits of this offering. Any representation to the contrary is
unlawful.
Citigroup
NatCity
Investments, Inc.
Dates Referenced Herein and Documents Incorporated by Reference
