Rule 424(b)(2)
                                                      Registration No. 333-60474


PRICING SUPPLEMENT NO. 11 dated June 13, 2002
to Prospectus Supplement dated June 14, 2001
and Prospectus dated June 14, 2001

                          LEHMAN BROTHERS HOLDINGS INC.
                           Medium-Term Notes, Series G
                 Due Nine Months or More From the Date of Issue

CUSIP No.:                     52517PSJ19

ISIN:                          US52517PSJ11

Specified Currency:            US Dollars

Principal Amount:              US$10,750,000.00

                               Total                                    Per Note

Issue Price:                   US$10,750,000.00                         100.00%

Agent's Commission:            US$    53,750.00                           0.50%
                              -------------------                     ---------

Proceeds to Lehman Brothers
Holdings:                      US$  10,696,250.00                         99.50%

Agent:                         Lehman Brothers Inc.

Trade Date:                    June 13, 2002

Original Issue Date:           June 18, 2002

Stated Maturity Date:          June 18, 2027

Amortizing Note:               [    ] Yes              [ X ] No

Agent's Capacity:              [    ] As agent         [X] As principal  (See
                                                          "Underwriting" below.)

Amortization Schedule:         Not applicable

[ X ]  Fixed Rate Note         Interest Rate per Annum:  6.60%




[   ]  Floating Rate Note   [ ]CD Rate
                            [ ]Commercial Paper Rate
                            [ ]Federal Funds Rate
                            [ ]LIBOR Telerate
                            [ ]LIBOR Reuters
                            [ ]Treasury Rate:Constant Maturity [  ] Yes[  ] No
                            [ ]Prime Rate
                            [ ]J.J. Kenny Rate
                            [ ]Eleventh District Cost of Funds Rate
                            [ ]Other: _________________________


Interest Payment Dates:     Each June 18 and December 18, commencing on
                            December 18, 2002

"Accrue to Pay":            [   ] Yes               [ X ] No

Interest Rate Calculation Agent:    Not applicable

Optional Redemption:       The Note may not be redeemed prior to Stated
                           Maturity at  the option of Lehman Brothers
                           Holdings.

Optional Repayment:        The holder of the Note may not elect
                           repayment of the Note by Lehman Brothers
                           Holdings prior to Stated Maturity.

Extension of Maturity:     Lehman Brothers Holdings may not extend the
                           Stated Maturity Date of the Note.

Form of Note:              [ X ] Book-entry only (global)    [    ] Certificated

Depository:                The Depository Trust Company

Authorized Denominations:  $1,000 or any larger whole multiple

Other Terms:

                            Clearance and Settlement

Each global certificate representing the Notes will be deposited with, or on
behalf of, DTC and registered in the name of DTC or its nominee. Investors may
elect to hold their beneficial interests in a global certificate through DTC,
Clearstream Banking, Societe Anonyme, or Euroclear Bank S.A./N.V., as operator
of the Euroclear System, if they are participants in such systems, or indirectly
through organizations which are participants in such system. Clearstream and



Euroclear will hold interests on behalf of their participants through customers'
securities accounts in Clearstream's and Euroclear's names on the books of their
respective depositaries, which in turn will hold such interests in customers'
securities accounts in the depositaries' names on DTC's books.

Capitalized terms used herein without definition have the meanings ascribed to
them in the Prospectus Supplement and accompanying Prospectus. Capitalized terms
used herein without definition have the meanings ascribed to them in the
Prospectus Supplement and Prospectus.

Lehman Brothers Holdings Inc.

By:      /s/ Thomas O'Sullivan
Name:    Thomas O'Sullivan
Title:   Authorized Officer