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):
                                 October 2, 2002

                          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.)

                               745 Seventh Avenue
                               New York, NY 10019
                        (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  0.25% Notes Due October
         2, 2007,  Performance Linked to the Dow Jones Industrial AverageSM
         (filed herewith)

4.02     Calculation Agency Agreement between the Registrant and Lehman Brothers
         Inc., as calculation  agent, relating to the Registrant's  0.25%
         Notes Due October 2, 2007, Performance Linked to the Dow Jones
         Industrial AverageSM (filed herewith)



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                                    SIGNATURE



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



                                             LEHMAN BROTHERS HOLDINGS INC.
                                                     (Registrant)



Date:    October 2, 2002                     By:  /s/ Oliver Budde
                                             -------------------------------
                                                 Oliver Budde
                                                 Vice President


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                                  EXHIBIT INDEX



Exhibit No.       Exhibit

4.01              Global Security representing the Registrant's 0.25% Notes Due
                  October 2, 2007, Performance Linked to the Dow Jones
                  Industrial AverageSM

4.02              Calculation Agency Agreement between the Registrant and Lehman
                  Brothers Inc., as calculation agent, relating to the
                  Registrant's 0.25% Notes Due October 2, 2007, Performance
                  Linked to the Dow Jones Industrial AverageSM



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