Securities and Exchange Commission (the "Commission")
                              Washington, DC 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 (the "Exchange Act")

                LEHMAN BROTHERS HOLDINGS INC. (the "Registrant")
             (Exact name of registrant as specified in its charter)

                                    Delaware
                    (State of incorporation or organization)

                                   13-3216325
                        (IRS Employer Identification No.)

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

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

                                    Name of each exchange
Title of each class                 on which each class is
to be so registered                 to be registered
- ------------------------------      ------------------------------
Fixed/Adjustable Rate
Cumulative Preferred
Stock, Series E*                    New York Stock Exchange, Inc.

Depositary Shares, Each
Representing One
One-Hundredth of a
Share of Fixed/Adjustable
Rate Cumulative
Preferred Stock, Series E           New York Stock Exchange, Inc.

- ----------
* Application to be made for listing,  not for trading,  in connection  with the
registration of the Depositary Shares.

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (b) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.
[ X ]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (g) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securities to be Registered Pursuant to Section 12(g) of the Exchange Act:

None




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

The Registrant hereby incorporates by reference the descriptions set forth under
the captions  "Certain Terms of the Series E Preferred Stock," "Certain Terms of
the  Depositary   Shares,"   "Description  of  Offered   Preferred   Stock"  and
"Description  of  Depositary  Shares"  on pages  S-3 to S-10 and 15 to 20 of the
Prospectus  Supplement dated March 28, 2000, to Prospectus dated April 30, 1999,
filed with the Commission on March 30, 2000,  pursuant to Rule  424(b)(2)  under
the Securities Act of 1933.

Item 2.  Exhibits.

The securities  described herein are to be registered  pursuant to Section 12(b)
of the Exchange Act on an exchange on which other  securities of the  Registrant
are currently registered. In accordance with the instructions regarding exhibits
on Form 8-A, the following exhibits are incorporated herein by reference:

1.1  Restated  Certificate of Incorporation of the Registrant dated May 27, 1994
     (incorporated  by reference to Exhibit 3.1 of the  Registrant's  Transition
     Report on Form 10-K for the eleven  months ended  November 30, 1994,  filed
     with the Commission on February 28, 1995).

1.2  Certificate of Designations,  Powers,Preferences and Rights with respect to
     the Registrant's Fixed/Adjustable Rate Cumulative Preferred Stock, Series E
     (incorporated  by  reference  to Exhibit  4.1 of the  Registrant's  Current
     Report on Form 8-K filed with the Commission on March 30, 2000).

1.3  By-Laws of the Registrant,  amended as of March 26, 1997  (incorporated  by
     reference to Exhibit 3 of the  Registrant's  Quarterly  Report on Form 10-Q
     for the quarter ended February 28, 1997, filed with the Commission on April
     14, 1997).

1.4  Form of Deposit  Agreement with respect to the Depositary Shares (including
     the form of Depositary  Receipt to be issued  thereunder)  (incorporated by
     reference to Exhibit  4.20 of the  Registrant's  Registration  Statement on
     Form S-3 filed with the Commission on April 6, 1999).





                                    SIGNATURE

Pursuant to the  requirements  of Section 12 of the Exchange Act, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereto duly authorized.

                                             Lehman Brothers Holdings Inc.


                                             By:  /s/ Oliver Budde
                                             -----------------------------
                                                      Oliver Budde
                                                      Vice President

Date: April 4, 2000