SECURITIES AND EXCHANGE COMMISSION                              
                   Washington, D.C.  20549
                              
                              
                              
                          FORM 8-A
                              
                              
      FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
         PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
                              
                       LEHMAN BROTHERS HOLDINGS INC.
   (Exact name of registrant as specified in its charter)


             Delaware                       13-3216325
     (State of incorporation             (I.R.S. employer
         or organization)               identification no.)


3 World Financial Center                                 
   New York, New York                                   10285
(Address of principal executive offices)            (zip code)
                                             

Securities to be registered pursuant to Section 12(b) of the
Act:

       Title of each class         Name of each exchange on which
       to be so registered         each class is to be registered
                 
                                   
 Regional Bank Stock Upside         American Stock Exchange, Inc.
 Note SecuritiesSM Due 1996
 


Securities to be registered pursuant to Section 12(g) of the
Act:


                           None
                      (Title of class)

Item 1.   Description of Registrant's Securities to be
Registered.


         The  securities to be registered are  Regional  Bank
Stock Upside Note SecuritiesSM Due 1996 (the "Securities)  of
Lehman Brothers Holdings Inc. (the "Registrant") and shall be
issued  under the Registration Statements on Form  S-3  (File
Nos. 33-58548 and 33-53651).  A description of the Securities
will be contained in the Prospectus and Prospectus Supplement
to  be  filed  by  the  Registrant with  the  Securities  and
Exchange  Commission  (the  "Commission")  pursuant  to  Rule
424(b)  under the Securities Act of 1933, and such Prospectus
and  Prospectus Supplement shall be deemed to be incorporated
by reference into the Registration Statements.


Item 2.     Exhibits.

      1.    Specimen of the Securities to be registered
          hereunder.*
      2.(a) Standard Multiple Series Indenture Provisions
          dated July 30, 1987, as amended November 16, 1987
          (Incorporated by reference to Exhibit 4(a) to Post-
          Effective Amendment No. 1 to Registration
          Statement No. 33-16141 filed November 16, 1987).
      2.(b) Indenture dated as of September 1, 1987, between
          the Registrant and Citibank, N.A., as Trustee
          ("Citibank") (Incorporated by reference to Exhibit
          4(b) to Post-Effective Amendment No. 1 to
          Registration Statement No. 33-16141 filed November
          16, 1987).
      2.(c) Supplemental Indenture dated as of November 25,
          1987, between the Registrant and Citibank
          (Incorporated by reference to Exhibit 4(m) to
          Registration Statement No. 33-25797 filed November
          25, 1988).
      2.(d) Second Supplemental Indenture dated as of
          November 27, 1990, between the Registrant and
          Citibank (Incorporated by reference to Exhibit
          4(e) to Registration Statement No. 33-49062 filed
          June 30, 1992).
      2.(e) Third Supplemental Indenture dated as of
          September 13, 1991, between the Registrant and
          Citibank (Incorporated by reference to Exhibit
          4(f) to Registration Statement No. 33-46146 filed
          March 10, 1992).
      2.(f) Fourth Supplemental Indenture dated as of
          October 4, 1993, between the Registrant and
          Citibank (Incorporated by reference to Exhibit
          2(f) to Form 8-A filed October 7, 1993).
      
      
                          SIGNATURE

           Pursuant to the requirements of Section 12 of the
Securities  Exchange  Act of 1934, the registrant  has  duly
caused  this  registration statement to  be  signed  on  its
behalf by the undersigned, thereto duly authorized.

                                 LEHMAN BROTHERS HOLDINGS INC.



Date: October 25, 1994        By:  /s/ Karen M. Muller 
                                   ----------------------------
                                   Name:  Karen M. Muller
                                   Title: Vice President