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

Pricing Supplement No. 3 dated January 30, 2003
(to Prospectus Supplement dated December 23, 2002
and Prospectus dated June 14, 2001)

LEHMAN BROTHERS HOLDINGS INC.
Lehman Notes, Series A
Due Nine Months or More from the Date of Issue

Trade Date:             January 30, 2003

Issue Date:             February 4, 2003



CUSIP       Aggregate       Price to    Gross       Named       Dealers'
Number      Principal       Public      Agents'     Agents'     Selling
            Amount                      Concession  Concession  Concession

52519FAF8   $  606,000.00   100.00%     1.20%       1.00%       0.75%
52519FAG6   $1,451,000.00   100.00%     2.05%       1.85%       1.45%
52519FAH4   $5,391,000.00   100.00%     2.20%       2.00%       1.60%


CUSIP       Net Proceeds    Interest Rate
Number      to Issuer       per Annum

52519FAF8   $  598,728.00   3.50%
52519FAG6   $1,421,254.50   5.15%
52519FAH4   $5,272,398.00   5.50%



CUSIP       Interest Payment        First Interest       Maturity
Number      Dates                   Payment Date         Date

52519FAF8   Monthly on the 15th,    February 15, 2003    February 4, 2008
            and on the Maturity
            Date
52519FAG6   Monthly on the 15th,    February 15, 2003    February 4, 2015
            and on the Maturity
            Date
52519FAH4   Monthly on the 15th,    February 15, 2003    February 4, 2018
            and on the Maturity
            Date


CUSIP       Survivor's     Right of Issuer to Redeem Notes or of
Number      Option         Holder to Require Repayment of Notes
            (Yes/No)

52519FAF8   Yes            The Note may not be redeemed prior to the Maturity
                           Date at the option of Lehman Brothers Holdings.

                           The holder of the Note may not elect repayment of
                           the Note by Lehman Brothers Holdings prior to the
                           Maturity Date except pursuant to the Survivors'
                           Option, if applicable.

52519FAG6   Yes            The Note may be redeemed prior to the Maturity Date
                           at the option of Lehman Brothers Holdings, in whole
                           or in part, at a price equal to 100% of the
                           principal amount being redeemed, monthly on the
                           15th, commencing February 15, 2007. Notice of
                           redemption will be given not more than 60 nor less
                           than 30 days prior to the redemption date.

                           The holder of the Note may not elect repayment of
                           the Note by Lehman Brothers Holdings prior to the
                           Maturity Date except pursuant to the Survivors'
                           Option, if applicable.

52519FAH4   Yes            The Note may be redeemed prior to the Maturity Date
                           at the option of Lehman Brothers Holdings, in whole
                           or in part, at a price equal to 100% of the
                           principal amount being redeemed, monthly on the
                           15th, commencing February 15, 2008. Notice of
                           redemption will be given not more than 60 nor less
                           than 30 days prior to the redemption date.

                           The holder of the Note may not elect repayment of
                           the Note by Lehman Brothers Holdings prior to the
                           Maturity Date except pursuant to the Survivors'
                           Option, if applicable.



Other Terms:            None


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