



                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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



Date of report (Date of earliest event reported)    June 28, 2005
                                                  ------------------------------


                  Citigroup Commercial Mortgage Securities Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>



 Delaware                                                                         333-108125            -03                      13-3439681
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(State or Other Jurisdiction                                  (Commission                                  (IRS Employer
of Incorporation)                                                        File Number)                               Identification No.)


388 Greenwich Street, New York, New York                                                                           10013
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(Address of Principal Executive Offices)                                                                       (Zip Code)

</TABLE>


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


                                       N/A
--------------------------------------------------------------------------------
          (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:


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

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

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

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








Section 1 - Registrant's Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.
---------  ---------------------------------------------

         On June 28, 2005, a pooling and servicing agreement dated as of June 1,
2005 (the "Pooling and Servicing Agreement"), was entered into by and among
Citigroup Commercial Mortgage Securities Inc. as depositor (the "Registrant"),
Wachovia Bank, National Association as master servicer, Allied Capital
Corporation as special servicer, LaSalle Bank National Association as trustee,
and ABN AMRO Bank N.V. as fiscal agent., The Pooling and Servicing Agreement was
entered into for the purpose of issuing a single 
series of certificates,
 entitled Citigroup Commercial Mortgage Trust 2005-C3 
(the "Citigroup Commercial
 Mortgage Trust 2005-C3"), Commercial Mortgage 
Pass-Through Certificates, Series
 2005-C3 (the "Certificates"). The Pooling and
Servicing Agreement is attached as Exhibit 4.1 hereto. Certain classes of the 
Certificates, designated as
 Class A-1, Class A-2, Class A-3, Class A-SB, Class 
A-4, Class A-1A, Class A-MFL,
 Class A-M, Class A-J, Class B, Class C and Class D 
(collectively, the
 "Publicly-Offered Certificates") were registered under the 
Registrant's
 registration statement on Form S-3 (Registration No. 333-108125). The
Publicly-Offeredand Certificates were sold to Citigroup Global Markets Inc.
("Citigroup"), IXIS Securities North America Inc., 
Deutsche Bank Securities Inc.
 and Wachovia Capital Markets, LLC (collectively, 
the "Underwriters"), pursuant
 to an underwriting agreement dated as of June 15, 
2005 (the "Underwriting
 Agreement"), between the Registrant, and the 
Underwriters. The Underwriting Agreement is attached as Exhibit 1.1 hereto.
Certain of the
 mortgage loans backing the Publicly-Offered Certificates (the 
"CGMRC Mortgage
 Loans") were acquired by the Registrant from Citigroup Global 
Markets Realty
 Corp. ("CGMRC") as seller pursuant to a mortgage loan purchase 
agreement dated
 as of June 15, 2005 (the "CGMRC Mortgage Loan Purchase 
Agreement"), which is attached hereto as Exhibit 99.1. The
 remaining mortgage 
loans backing the Publicly-Offered Certificates (the "IXIS Mortgage Loans"; the
CGMRC Mortgage Loans and the IXIS Mortgage Loans, collectively, the "Mortgage
Loans") were acquired by the Registrant from IXIS Real Estate Capital
 Inc. 
("IXIS") as seller pursuant to a mortgage loan purchase agreement dated as
of of
June 15, 2005 (the "IXIS Mortgage Loan Purchase Agreement"; the CGMRC
Mortgage Mortgage
Loan Purchase Agreement and the IXIS Mortgage Loan Purchase Agreement,
collectively, the "Mortgage Loan Purchase Agreements"), which is attached hereto
as Exhibit 99.2.

         Each Mortgage Loan Purchase Agreement contains representations and
warranties made by the related seller (CGMRC or IXIS, as the case may be) to the
Registrant with respect to the Mortgage Loans sold by such seller to the
Registrant.

         Certain

Section of9 the- termsFinancial andStatements conditions of the Pooling and ServicingExhibits
Agreement,
Item the9.01  Financial UnderwritingStatements Agreement and the Mortgage Loan Purchase AgreementsExhibits.
have---------------------------------------------

         Listed beenbelow describedare inthe afinancial filingstatements, previouslypro madeforma onfinancial
information Juneand 28exhibits, 2005if on behalf of
the Registrantany, whichfiled filingas wasa madepart pursuantof tothis Rule 424report:

(ba)(5) ofFinancial the
Securitiesstatements Act of 1933,businesses as amended, under the Registrant's Form S-3 registrationacquired:
statement number 333    -108125-03,------------------------------------------

         Not forapplicable.

(b) thePro Citigroupforma Commercialfinancial Mortgage Trustinformation:
2005    -C3,-------------------------------


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         Not and the description of those agreements contained in that filing isapplicable.
hereby
(c)  Exhibits:
     ---------

Exhibit incorporated herein by referenceNo.       Description

1.1               Underwriting A copy of the Agreement

4.1               Pooling and Servicing
Agreement, the Underwriting Agreement

99.1              CGMRC and the Mortgage Loan Purchase AgreementsAgreement
will be filed subsequently as exhibits to a separate Current Report on Form 8-K
filed99.2              IXIS by the Registrant for the Citigroup Commercial Mortgage TrustLoan 2005-C3.Purchase Agreement




                                       2



                                      3




                                   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.


Date:  JuneJuly 3013, 2005


                                                                                      CITIGROUP COMMERCIAL MORTGAGE
                                                                                      SECURITIES INC.


                                                                                      By:          /s/ Angela Vleck
                                                                                               ----------------------------------
                                                                                      Name:     Angela Vleck
                                                                                      Title:   Vice President







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                                       3                                  EXHIBIT INDEX
                                  -------------

                   The following exhibits are filed herewith:



Exhibit No.
-----------

1.1               Underwriting Agreement

4.1               Pooling and Servicing Agreement

99.1              CGMRC Mortgage Loan Purchase Agreement

99.2              IXIS Mortgage Loan Purchase Agreement






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Filing Compare · Citigroup Commercial Mortgage Trust 2005-C3
