FORM 8-A
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                
        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
                 
                                   
  Medium-Term Note, Series E        New York Stock Exchange, Inc.
 due September 20, 1996
                                   

Securities to be registered pursuant to Section 12(g) of the Act:
None





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


         The  security  to  be registered is a Medium  Term  Note,
Series  E  due September 20, 1996 (the "Note") of Lehman  Brothers
Holdings  Inc.  (the "Registrant") issued under  the  Registration
Statement  on  Form S-3 (File No. 33-56615) of the Registrant.   A
description  of  the  Note is contained in  the  Prospectus  dated
January 26, 1995 and in the Prospectus Supplement No. 110 filed by
the  Registrant  with the Securities and Exchange Commission  (the
"Commission") pursuant to Rule 424(b) under the Securities Act  of
1933 on March 15, 1995.  Such Prospectus and Prospectus Supplement
shall  be  deemed  to  be  incorporated  by  reference  into  this
Registration Statement.


Item 2.   Exhibits.

     1.   Form of Medium-Term Note, Series E (Floating Rate)
incorporated by reference to Exhibit 4 (z) to Registration
Statement No. 33-56615 filed November 23, 1994 and incorporated
by reference into this Registration Statement.

     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, 11993, 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.
                                        (Registrant)


Date:  June 23, 1995               By:   /c/ Karen C. Manson
                                   Name:  Karen C. Manson
                                   Title:            Vice
President