SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                         AMENDMENT NO. 1
                               to
                            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  amendment  to be signed on its behalf by  the  undersigned,
thereto duly authorized.

                                   LEHMAN BROTHERS HOLDINGS INC.



Date: June 5, 1995                 By:
                                   Name: Jennifer Marre
                                   Title:Vice President



EXHIBIT 1


                  LEHMAN BROTHERS HOLDINGS INC.

     Regional Bank Stock Upside Note SecuritiesSM Due 1996

Number                                  SUNS
                                        Cusip 524908 19 1


See Reverse for Certain Definitions

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE SENIOR INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.  UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TO HOLDINGS OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OR SUCH SUCCESSOR
DEPOSITORY.

(a)          the Issue Price and (b) the sum of (i)
one and (ii) specified percentage (the "Participation
Percentage") of the difference between the Basket Maturity Value
and the Original Basket Value of 100, divided by the Original
Basket Value of 100; provided that, such amount will not be less
than $23.75.  In the event the Basket Maturity Value is greater
than 100, the Participation Percentage will be 95%.  If the
Basket Maturity Value is equal to or less than 100, the
Participation Percentage will be 100%.  There will be no payments
with respect to the Securities prior to Maturity.
(b)
     Any principal payable hereon at Maturity will be paid by
wire transfer in immediately available funds to an account
specified by the Depository.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.

          This Security shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon
shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
          IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has
caused this instrument to be signed by its Chairman of the Board,
its President, its Vice Chairman, its Chief Financial Officer,
one of its Vice Presidents or its Treasurer, by manual or
facsimile signature under its corporate seal, attested by its
Secretary or one of its Assistant Secretaries by manual or
facsimile signature.

                              LEHMAN BROTHERS HOLDINGS INC.


Dated:                        By: _______________________

[SEAL]
                              Attest: _______________________
                                      Assistant Secretary



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

CITIBANK, N.A.
  as Trustee

By:  ___________________________
     Authorized Signatory
                 [Form of Reverse of Security]

          This Security is one of a duly authorized series of
Securities of Holdings designated as Regional Bank Stock Upside
Note Securities Due 1996 (herein called the "Securities").  This
series of Securities is one of an indefinite number of series of
debt securities of Holdings, issued and to be issued under an
indenture, dated as of September 1, 1987, as amended (herein
called the "Indenture"), duly executed and delivered by Holdings
and Citibank N.A., as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of
Holdings, the Trustee and the Holders of the Securities.

(b)      the Issue Price and (b) the sum of (i) one and
(ii) specified percentage (the "Participation Percentage") of the
difference between the Basket Maturity Value and the Original
Basket Value of 100, divided by the Original Basket Value of 100;
provided that, such amount will not be less than $23.75.  In the
event the Basket Maturity Value is greater than 100, the
Participation Percentage will be 95%.  If the Basket Maturity
Value is equal to or less than 100, the Participation Percentage
will be 100%.  There will be no payments with respect to the
Securities prior to Stated Maturity.
(c)
          The Basket Maturity Value will be determined by Lehman
Brothers Inc. as Calculation Agent.  The "Basket Maturity Value",
subject to certain exceptions described herein, will equal the
sum of the products of the Average Market Prices and the
applicable Multipliers for each Basket Security.  The Average
Market Price of a Basket Security will equal the average (mean)
of the Market Prices (determined as described herein) of such
Basket Security determined on the first ten Calculation Days
occurring during the period beginning on the twentieth Trading
Day prior to Stated Maturity and on each succeeding Trading Day
up to and including the eleventh Trading Day prior to Stated
Maturity.  If there are fewer than ten Calculation Days with
respect to a Basket Security, then the Average Market Price will
equal the average (mean) of the Market Prices on such Calculation
Days, and if there is only one Calculation Day, the Average
Market Price will equal the Market Price on such Calculation Day.
The Multiplier relating to each Basket Security indicates the
number of shares (or the fraction of one share) of such Basket
Security included in the calculation of the Basket Maturity
Value.  The Multipliers will remain constant for the term of the
Securities unless adjusted for certain corporate events such as
stock splits, reverse stock splits or stock dividends.
"Calculation Day" with respect to a Basket Security means any
Trading Day during the Calculation Period on which a Market
Disruption Event has not occurred.  If a Market Disruption Event
occurs on all Trading Days during the Calculation Period then the
eleventh scheduled Trading Day prior to Stated Maturity will be
deemed a Calculation Day, notwithstanding the Market Disruption
Event.

          "Market Price," which will be determined by the
Calculation Agent based on information reasonably available to
it, means for a Calculation Day the following:

          (i)       If the Basket Security is listed on a national
securities exchange or is a NASDAQ National Market System
("NASDAQ NMS") security, Market Price means the last reported
sale price at 4:00 p.m. New York City time, regular way, on such
day on the principal securities exchange registered under the
Securities Exchange Act of 1934 on which such Basket Security is
listed or admitted to trading or NASDAQ NMS, as the case may be.
(ii)
          (ii)      If the Basket Security is not listed on a national
securities exchange or is not a NASDAQ NMS security, Market Price
means the last reported sale price on the over-the-counter
market.

          As used herein, "Trading Day" shall mean a day on which
trading generally conducted on the New York Stock Exchange
("NYSE"), AMEX and NASDAQ NMS and in the over-the-counter market
for equity securities as determined by the Calculation Agent.

          "Market Disruption Event" with respect to a Basket
Security means any of the following events as determined by the
Calculation Agent:

          (iii)           the suspension or material limitation in the
trading of such Basket Security for more than two hours of
trading during the period one-half hour prior to the time that
such Basket Security is to be priced (for purposes of this
definition, limitations pursuant to NYSE Rule 80A (or any
applicable rule or regulation enacted or promulgated by the NYSE,
any other self regulatory organization or the Securities and
Exchange Commission of similar scope as determined by the
Calculation Agent) on trading during significant market
fluctuations shall be considered "material"),
(iv)
          (iv)      the suspension or material limitation (whether by
reason of movements in price otherwise exceeding levels permitted
by the relevant exchange or otherwise) in the trading of option
contracts related to a Basket Security traded on any exchange for
more than two hours of trading or during the period one-half hour
prior to the time that such Basket Security is to be priced, or

          (v)       a banking moratorium has been declared by federal or
any state authorities.  For the purposes of this definition, a
limitation on the hours in a trading day and/or number of days of
trading will not constitute a Market Disruption Event if it
results from an announced change in the regular business hours of
the relevant exchange.


          All percentages resulting from any calculation with
respect to the Securities will be rounded to the nearest one
hundred-thousandth of a percentage point, with five one millions
of a percentage point rounded upwards (e.g., 9.876545% (or
 .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent with one-half cent being rounded
upwards.

          The Trustee shall fully rely on the determination by
the Calculation Agent of the Settlement Amount and shall have no
duty to make any such determination.

          This Security is not redeemable by Holdings or
repayable at the option of the Holder prior to the Stated
Maturity Date and is not subject to any sinking fund.

          If an Event of Default (as defined in the Indenture)
with respect to the Securities shall occur and be continuing, the
principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.  The
amount payable to the Holder hereof upon any acceleration
permitted under the Indenture will be equal to: the Maturity
Payment Amount calculated as though the date at acceleration was
the Stated Maturity.

          The Indenture contains provisions permitting Holdings
and the Trustee, with the consent of the holders of not less than
66_% in aggregate principal amount of each series of Holdings'
debt securities at the time Outstanding to be affected, evidenced
as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of
the debt securities of all such series; provided, however, that
no such supplemental indenture shall, among other things, (i)
extend the fixed maturity of any debt security, or reduce the
principal amount thereof, or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any,
payable in any coin or currency other than that hereinabove
provided, without the consent of the holder of each debt security
so affected, or (ii) change the place of payment on any debt
security, or impair the right to institute suit for payment on
any debt security, or reduce the aforesaid percentage of debt
securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders
of each debt security so affected.  It is also provided in the
Indenture that, prior to any declaration accelerating the
maturity of any series of debt securities, the holders of a
majority in aggregate principal amount of the debt securities of
such series Outstanding may on behalf of the holders of all the
debt securities of such series waive any past default or Event of
Default under the Indenture with respect to such series and its
consequences, except a default in the payment of the principal
of, or premium if any, on any of the debt securities of such
series, or in the payment of any sinking fund installment or
analogous obligation with respect to debt securities of such
series.  Any such consent or waiver by the Holder hereof shall be
conclusive and binding upon such Holder and upon all future
holders and owners of this Security and any Securities which may
be issued in exchange or substitution hereof, irrespective of
whether or not any notation thereof is made upon this Security or
such other Securities.

          No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of Holdings, which is absolute and unconditional, to
pay the principal amount with respect to this Security and any
interest the over-due amount thereof at the places, at the
respective times, at the rate, and in the coin or currency herein
prescribed.

          The Securities are issuable shall be in denominations
of $25.00 and any integral multiples of $25.00.  At the option of
the Holders thereof, either at the office or agency to be
designated and maintained by Holdings for such purpose in the
Borough of Manhattan, The City of New York, pursuant to the
provisions of the Indenture or at any of such other offices or
agencies as may be designated and maintained by Holdings for such
purpose pursuant to the provisions of the Indenture, and in the
manner and subject to the limitations provided in the Indenture,
but without the payment of any service charge, except for any tax
or other governmental charges imposed in connection therewith,
Securities may be exchanged for an equal aggregate principal
amount of Securities of like tenor and of other authorized
denominations.

          Holdings, the Trustee, and any agent of Holdings or of
the Trustee may deem and treat the registered holder (the
"Holder") hereof as the absolute owner of this Security (whether
or not this Security shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose
of receiving payment hereof, or on account hereof, and for all
other purposes and neither Holdings nor the Trustee nor any agent
of Holdings or of the Trustee shall be affected by any notice to
the contrary.  All such payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys
payable on this Security.

          No recourse for the payment of the principal of,
premium, if any, or interest on this Security, or for any claim
based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of Holdings
in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or
future, of Holdings or of any successor corporation, either
directly or through Holdings or any successor corporation,
whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released.

          As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the Corporate Trust
Office or agency in a Place of Payment for this Security, duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to Holdings and the Security Registrar
requiring such written instrument of transfer duly executed by,
the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

          THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

          Set forth below are definitions of some of the terms
used in this Security.

          "Basket Securities" shall mean the securities included
in the Regional Bank Basket.

          "Regional Bank Basket" shall mean a group of stocks (or
the depositary receipts representing such stocks) of 20
corporations, selected by the Calculation Agent, operating as
bank holding companies in the United States, 19 of which operate
regional banks and one of which operates a national bank.

          "Original Basket Value" shall mean 100.

     All terms used but not defined in this Security are used
herein as defined in the Indenture.