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):
                                 August 14, 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









Item 7.           Financial Statements and Exhibits

                  (c)      Exhibits

         The following Exhibits are incorporated by reference into Registration
Statement on Form S-3 No. 333-61878 as exhibits thereto and are filed as part of
this Report.

4.01 Global  Security   representing  the  Registrant's   Portfolio   RANGERSSM,
     Portfolio Risk AdjustiNG  Equity Range  SecuritiesSM,  Notes Due August 14,
     2003, Based Upon a Basket of Ten Stocks (filed herewith)

4.02 Calculation  Agency  Agreement,  dated as of August 14,  2001,  between the
     Registrant and Lehman Brothers Inc., as calculation agent,  relating to the
     Portfolio  RANGERSSM,  Portfolio Risk AdjustiNG Equity Range  SecuritiesSM,
     Notes  Due  August  14,  2003,  Based  Upon a Basket of Ten  Stocks  (filed
     herewith)







                                    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: August 14, 2001





                                  EXHIBIT INDEX



Exhibit No.       Exhibit

4.01 Global  Security   representing  the  Registrant's   Portfolio   RANGERSSM,
     Portfolio Risk AdjustiNG  Equity Range  SecuritiesSM,  Notes Due August 14,
     2003, Based Upon a Basket of Ten Stocks (filed herewith)

4.02 Calculation  Agency  Agreement,  dated as of August 14,  2001,  between the
     Registrant and Lehman Brothers Inc., as calculation agent,  relating to the
     Registrant's  Portfolio  RANGERSSM,  Portfolio Risk AdjustiNG  Equity Range
     SecuritiesSM,  Notes Due August 14, 2003, Based Upon a Basket of Ten Stocks
     (filed herewith)