UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2005

~~CITIGROUP~~Citigroup ~~MORTGAGE~~Mortgage ~~LOAN~~Loan ~~TRUST~~Trust, ~~INC~~Inc.

(as depositor under the Pooling and Servicing Agreement, dated as of July 1, 2005, providing for the issuance of Asset Backed Pass-Through Certificates, Series 2005-OPT3)

Citigroup Mortgage Loan Trust Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-124036-03	01-0791848	~~01-0791848~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
(State or other jurisdiction	(Commission	(IRS Employer
390 Greenwich Street New York, New York			10013
of incorporation)	File Number)	Identification No.)
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 816-6000

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

Registrant's telephone number, including area code (212) 816-6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[_] Soliciting material pursuant to Rule 14a-12~~(b)~~ under the Exchange Act (17 CFR 240.14a-12(b))

o[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 9 -	Financial Statements and Exhibits
Item 9.01.	Financial Statements and Exhibits

Section 2 - Completion of Acquisition or Disposition of Assets

~~(a)~~Item ~~Financial Statements~~2.01 ~~Not~~Completion ~~applicable.~~of ~~(b)~~Acquisition ~~Pro~~or ~~Forma~~Disposition ~~Financial~~of ~~Information. Not applicable. (c) Exhibits.~~Assets

Exhibit No.	Item 601(a) of Regulation S-K Exhibit No.	Description
1	5.1, 8.1, 23.1	Opinion and Consent of Thacher Proffitt & Wood LLP.

Description of the Certificates and the Mortgage Pool

~~SIGNATURES~~On July 7, 2005, a single series of certificates, entitled Citigroup Mortgage Loan Trust 2005-OPT3, Asset-Backed Pass-Through Certificates, Series 2005-OPT3 (the “Certificates”), were issued pursuant to a pooling and servicing agreement, dated as of July 1, 2005 (the “Agreement”), attached hereto as Exhibit 4.1, among Citigroup Mortgage Loan Trust, Inc. as depositor (the “Depositor”), Option One Mortgage Corporation, as servicer (the “Servicer”) and Deutsche Bank National Trust Company as trustee (the “Trustee”). The Certificates consist of nineteen classes of certificates (collectively, the “Certificates”), designated as the “Class A-1A Certificates”, “Class A-1B Certificates”, “Class A-1C Certificates”, “Class A-1D Certificates”, “Class M-1 Certificates”, “Class M-2 Certificates”, “Class M-3 Certificates”, “Class M-4 Certificates”, “Class M-5 Certificates”, “Class M-6 Certificates”, “Class M-7 Certificates”, “Class M-8 Certificates”, “Class M-9 Certificates”, “Class M-10 Certificates”, “Class M-11 Certificates”, “Class CE Certificates”, “Class P Certificates”, “Class R Certificates” and the “Class R-X Certificates”. The Certificates evidence in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”), consisting of a pool of mortgage loans (the “Mortgage Pool”) of conventional, one- to four- family, adjustable rate and fixed rate, first and second lien mortgage loans having original terms to maturity up to 30 years (the “Mortgage Loans”). The Mortgage Pool consists of Initial Mortgage Loans having an aggregate principal balance of $927,735,831.01 as of July 1, 2005 (the “Cut-off Date”). The Mortgage Loans were purchased pursuant to the Mortgage Loan Purchase Agreement, dated June 29, 2005, among Option One Mortgage Corporation (the “Originator”), Citigroup Global Markets Realty Corp. (the “Seller”) and the Depositor (the “Purchase Agreement”). The Class A-1A Certificates, the Class A-1B Certificates, the Class A-1C Certificates, the Class A-1D Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates and the Class M-9 Certificates were sold by the Depositor to Citigroup Global Markets, Inc. (the “Underwriter”), pursuant to an Underwriting Agreement, dated June 29, 2005 (the “Underwriting Agreement”) between the Depositor and the Underwriter. The Class M-10 Certificates, the Class M-11 Certificates, Class R Certificates and the Class R-X Certificates were sold by the Depositor to the Underwriter pursuant to the Purchase Agreement, dated July 7, 2005 (the “Purchase Agreement”) among the Depositor and the Underwriter.

~~Pursuant~~The toCertificates ~~the~~have ~~requirements of~~ the ~~Securities~~following ~~Exchange~~initial ~~Act~~Certificate ofBalances ~~1934,~~and ~~the~~Pass-Through ~~registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Rates:

Dated: July 15, 2005

Class	Initial Certificate Principal Balance or Notional Amount	Pass-Through Rate
A-1A	$ 352,677,000.00	Variable
A-1B	$ 161,877,000.00	Variable
A-1C	$ 144,531,000.00	Variable

CITIGROUP MORTGAGE LOAN TRUST INC. By: /s/ Peter D. Steinmetz Name: Peter D. Steinmetz Title: Vice President

A-1D	$ 63,157,000.00	Variable
M-1	$ 41,284,000.00	Variable
M-2	$ 29,688,000.00	Variable
M-3	$ 17,627,000.00	Variable
M-4	$ 16,699,000.00	Variable
M-5	$ 15,308,000.00	Variable
M-6	$ 13,916,000.00	Variable
M-7	$ 12,988,000.00	Variable
M-8	$ 11,133,000.00	Variable
M-9	$ 7,422,000.00	Variable
M-10	$ 6,030,000.00	Variable
M-11	$ 9,277,000.00	Variable
CE	$ 24,121,731.01	Variable
P	$ 100.00	N/A
R	100.00%	N/A
R-X	100.00%	N/A

~~EXHIBIT~~The ~~INDEX~~Certificates, other than the Class M-10 Certificates, Class M-11 Certificates, Class CE Certificates, the Class P Certificates, Class R Certificates and the Class R-X Certificates, and the Mortgage Loans are more particularly described in the Prospectus, dated May 3, 2005 and the Prospectus Supplement, dated June 29, 2005, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class M-10 Certificates, Class M-11 Certificates, Class CE Certificates, the Class P Certificates, Class R Certificates and the Class R-X Certificates have not been and will not be publicly offered by the Depositor. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Prospectus Supplement.

Exhibit Number	Item 601(a) of Regulation S-K Exhibit No.	Description
1	5.1, 8.1, 23.1	Opinion and Consent of Counsel

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

	(a)	Not applicable
	(b)	Not applicable
	(c)	Exhibits
Exhibit No.			Description
4.1			Pooling and Servicing Agreement, dated as of July 1, 2005, by and among Citigroup Mortgage Loan Trust, Inc. as Depositor, Option One Mortgage Corporation as Servicer and Deutsche Bank National Trust Company as Trustee, relating to the Series 2005-OPT3 Certificates.

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.

Dated: July 22, 2005

	CITIGROUP MORTGAGE LOAN TRUST, INC.


	By: /s/ Peter D. Steinmetz
	Name: Peter D. Steinmetz
	Title: Vice President

Index to Exhibits

Exhibit No.

Description

Sequentially

Numbered Page

4.1

Pooling and Servicing Agreement, dated as of July 1, 2005, by and among Citigroup Mortgage Loan Trust, Inc. as Depositor, Option One Mortgage Corporation as Servicer and Deutsche Bank National Trust Company as Trustee, relating to the Series 2005-OPT3 Certificates.

Filing Compare · Citigroup Mortgage Loan Trust, Series 2005-OPT3