SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (date of earliest event reported):
                                 April 26, 2001


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

                                    Delaware
                 (State or other jurisdiction of incorporation)


          1-9466                                          13-3216325
 (Commission File Number)                      (IRS Employer Identification No.)

 3 World Financial Center
    New York, New York                                       10285
  (Address of principal                                   (Zip Code)
    executive offices)

                         Registrant's telephone number, including
                                  area code: (212) 526-7000


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Item 7.           Financial Statements and Exhibits

                  (c)      Exhibits

         The following Exhibits are incorporated by reference into Registration
Statement on Form S-3 No. 33-53651 as exhibits thereto and are filed as part of
this Report.

4.01           Calculation Agency Agreement, dated as of April 26, 2001, between
               Lehman  Brothers  Holdings  Inc. (the  "Corporation")  and Lehman
               Brothers   Inc.,   as   calculation   agent,   relating   to  the
               Corporation's NASDAQ-100 INDEX SUNS 109% Minimum Redemption Stock
               Upside Note Securities Due April 26, 2004 (filed herewith).

4.02           Global  Security  representing  $30,000,000  aggregate  principal
               amount of the NASDAQ-100 INDEX SUNS 109% Minimum Redemption Stock
               Upside Note Securities Due April 26, 2004 (filed herewith).





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                              SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                               LEHMAN BROTHERS HOLDINGS INC.



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





Date: April 26, 2001




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                           EXHIBIT INDEX



Exhibit No.                         Exhibit


4.01           Calculation Agency Agreement, dated as of April 26, 2001, between
               Lehman  Brothers  Holdings  Inc. (the  "Corporation")  and Lehman
               Brothers   Inc.,   as   calculation   agent,   relating   to  the
               Corporation's  NASDAQ-100  SUNS  109%  Minimum  Redemption  Stock
               Upside Note Securities Due April 26, 2004 (filed herewith).


4.02           Global  Security  representing  $30,000,000  aggregate  principal
               amount  of  the   Corporation's   NASDAQ-100  SUNS  109%  Minimum
               Redemption Stock Upside Note Securities Due April 26, 2004 (filed
               herewith).