Rule 424(b)(2)
Registration Nos. 33-62085
                                 NASD File No. 950825005

PRICING SUPPLEMENT NO. 164
Dated May 30, 1996, to Prospectus
Supplement dated February 23, 1996
and Prospectus dated October 30, 1995


                   LEHMAN BROTHERS HOLDINGS INC.
                    Medium-Term Notes, Series E
                         (Floating Rate)
       Due from Nine Months to 30 years from Date of Issue


Price to Public: 100%     Initial Interest Rate:  One (1) Month
Agent's Commission: .35%                          LIBOR Telerate
                                                 posted on 5/30/96
Interest Rate Basis:
(  ) Treasury Rate                 Original Issue Date: 6/3/96
( X) LIBOR - 1 month               Initial Maturity Date: 7/3/97
                                   Final Maturity Date: 6/3/99
(  ) Commercial Paper Rate         Maximum Interest Rate:______%
(  ) Federal Funds Effective Rate  Minimum Interest Rate:______%
(  ) Prime Rate                    Spread Multiplier:__________%
(  ) Other                         Spread (+ -) +.20% *(See below)

Index Maturity: Monthly
                                                                      
Interest Payment Period:  Monthly

Interest Reset Period:   Monthly

Interest Reset Dates: 3rd of each month

Interest Determination Dates: Two (2) London/NY business days prior
                              to interest payment dates

Interest Payment Dates:  3rd of each month and at maturity

The aggregate principal amount of this offering is $100,000,000 and
relates only to Pricing Supplement No. 164. Medium-Term Notes, Series
E may be issued by the company in aggregate principal amount of up to
$6,267,500,000 and, to date, including this offering, an aggregate of
$5,398,300,000 Medium-Term Notes, Series E has been issued and
$2,476,665,000 are outstanding.

     The Floating Rate Renewable Notes described in this Pricing
Supplement (the "Renewable Notes") will mature on the Initial Maturity
Date, unless the maturity of all or any portion of the principal
amount thereof is extended in accordance with the procedures described
below.  On the calendar day following an Election Date (as defined
herein), the holder of a Renewable Note may elect to extend the
maturity of the Renewable Notes to the date (the "Stated Maturity
Date") occurring 366 calendar days from and including the next
Interest Reset Date; if such Note is extended and such 366th calendar
day is not a Business Day, the maturity of any Renewable Note so
extended shall be the next succeeding Business Day.  The holder may
extend the maturity of the Renewable Notes or any portion thereof
having a principal amount of $1,000 or any multiple of $1,000 in
excess thereof by delivering a notice to such effect, via the
Depository Trust Company, to the trustee for the Renewable Notes on
any Business Day during the period beginning on the fourth Business
Day preceding an Election Date to and including such Election Date.
Such option may be exercised with respect to less than the principal
amount of the Renewable Notes; provided that the principal amount for
which such option is exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000.  Notwithstanding the
foregoing, the maturity of the Renewable Notes may not be extended
beyond June 3, 1999.  If the holder does not affirmatively elect to
extend the maturity of any portion of the principal amount of the
Renewable Notes on any Business Day during the period beginning on the
fourth Business Day preceding an Election Date to and including any
Election Date according to the procedures described herein, such
portion shall become due and payable 11 calendar months from and
including the Interest Reset Date in the month following the month in
which such election is made; provided, however, that if such maturity
date is not a Business Day, such portion will become due and payable
on the next Succeeding Business Day.  An Election Date shall be the
fifteenth day of each month from July 1996 to May 1998 inclusive.

     The Renewable Notes will bear interest from the date of issuance
until the principal amount thereof is paid or made available for
payment at a rate determined by reference to LIBOR plus the Spread.
Until the Initial Interest Reset Date, the Renewable Notes will bear
interest at the Initial Interest Rate.

     * If the holder of a Renewable Note elects to extend the maturity
of such renewable Note or any specified portion thereof, the Spread
applicable to such Renewable Note or specified portion thereof shall
be .20% per annum beginning on the Interest Reset Date next succeeding
the applicable Election Date.  If the holder of a Renewable Note
elects not to extend the maturity of such Renewable Note, or any
specified portion thereof, the Spread applicable to such Renewable
note or specified portion thereof shall be 0.15% per annum beginning
on the Interest Reset Date next succeeding the applicable Election
Date until the Stated Maturity Date of such Renewable Note or
specified portion thereof.