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


PRICING SUPPLEMENT NO. 44 dated February 13, 2003
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.:                      52517PSZ5

ISIN:                           US52517PSZ52

Specified Currency:             US Dollars

Principal Amount:               US$25,000,000.00

                                Total                   Per Note

Issue Price:                    US$25,792,750.00        103.171%

Agent's Commission:             US$   156,250.00          0.625%

Proceeds to Lehman
   Brothers Holdings:           US$25,636,500.00        102.546%

Agent:                          Lehman Brothers Inc.

Agent's Capacity:               [  ]  As agent          [X ]  As principal


[  ]  The Notes are being offered at varying prices relating to prevailing
      market prices at the time of sale.

[X ]  The Notes are being offered at a fixed initial public offering price
      equal to the Issue Price plus accrued interest of $15.99 per Note or
      $399,826.39 in the aggregate, from November 12, 2002 through February
      20, 2003, the date we expect to deliver the Notes.

Trade Date:                     February 13, 2003

Original Issue Date:            November 12, 2002

Stated Maturity Date:           November 15, 2017

The Notes will be issued in an aggregate principal amount of $25,000,000 and
will be a further issuance of, and form a single tranche with, the $250,000,000
aggregate principal amount of 5.875% Medium-Term Notes, Series G, due November
15, 2017, that Lehman Brothers Holdings initially issued on November 12, 2002,
as described in Pricing Supplement No. 25 dated November 6, 2002. The Notes
will have the same CUSIP number as the initial notes of this tranche and will
trade interchangeably with the initial notes of this tranche immediately upon
settlement. The issuance of the Notes will increase the aggregate principal
amount of the outstanding notes of this tranche to $275,000,000. The public
offering price set forth above does not include accrued interest of $15.99 per
Note, or $399,826.39 in the aggregate, from November 12, 2002 through February
20, 2003, the date we expect to deliver the Notes.


Amortizing Note:                [  ]  Yes      [X ]  No

Amortization Schedule:          Not applicable


[X ]  Fixed Rate Note           Interest Rate per Annum:         5.875%

[  ]  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 May 15 and November 15, commencing on
                                May 15, 2003

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

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:                    Not applicable



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax
consequences of the purchase, ownership and disposition of Notes as of the date
hereof. Except where noted, this summary deals only with Notes that are held as
capital assets by a holder who purchases those Notes pursuant to this offering
at the offering price, and does not deal with special situations. For example,
this summary does not address:

*  tax consequences to holders who may be subject to special tax treatment,
   such as dealers in securities or currencies, regulated investment companies,
   real estate investment trusts, financial institutions, tax-exempt entities,
   insurance companies, traders in securities that elect to use a mark-to-
   market method of accounting for their securities holdings, or persons
   liable for alternative minimum tax;
*  tax consequences to persons holding Notes as part of a hedging, integrated,
   conversion or constructive sale transaction or a straddle;
*  tax consequences to United States holders of Notes whose "functional
   currency" is not the U.S. dollar;
*  alternative minimum tax consequences, if any; or
*  any state, local or foreign tax consequences.

To the extent this summary is inconsistent with the summary under "United
States Federal Income Tax Consequences-Debt Securities" in the attached
prospectus, it replaces that summary.

For purposes of this summary, you are a United States holder if you are the
beneficial owner of a Note that for United States federal income tax purposes
is:

*  a citizen or resident of the United States;
*  a corporation created or organized in or under the laws of the United States
   or any political subdivision of the United States;
*  an estate the income of which is subject to United States federal income
   taxation regardless of its source; or
*  a trust if (x) it is subject to the primary supervision of a court within
   the United States and one or more United States persons have the authority
   to control all of its substantial decisions or (y) it has a valid election
   in effect under applicable United States Treasury regulations to be treated
   as a United States person.

For purposes of this summary, you are a non-United States holder if you are the
beneficial owner of a Note that is not a United States holder.

This summary is based upon provisions of the Internal Revenue Code, and
regulations, rulings and judicial decisions as of the date hereof. Those
authorities may be changed, perhaps retroactively, so as to result in United
States federal income tax consequences different from those summarized below.
We cannot assure you that a change in law will not alter significantly the tax
considerations that we describe in this summary.

If a partnership holds our Notes, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding our Notes, you should consult your
tax advisors.

If you are considering the purchase of Notes, you should consult your own tax
advisors concerning the particular United States federal income tax
consequences to you of the ownership of the Notes, as well as the consequences
to you arising under the laws of any other taxing jurisdiction.


Consequences to United States Holders

The following is a summary of certain United States federal tax consequences
that will apply to you if you are a United States holder of Notes.


Pre-issuance Accrued Interest

A portion of the purchase price of the Notes is attributable to the amount of
interest accrued prior to the issue date of the Notes. Consequently, the Notes
may be treated as having been sold for an amount that excludes any pre-issuance
accrued interest. If the Notes are so treated, a portion of the first stated
interest payment equal to any excluded pre-issuance accrued interest will be
treated as a return of such pre-issuance accrued interest and will not be
taxable as interest on the Note.


Payments of Interest

Interest on a Note will generally be taxable to you as ordinary income from
domestic sources at the time it is paid or accrued in accordance with your
method of accounting for tax purposes.


Amortizable Bond Premium

You will be considered to have purchased a Note at a "premium" equal to the
difference between its purchase price (less any amount attributable to
pre-issuance accrued interest) and its principal amount. You generally may
elect to amortize the premium over the remaining term of the Note on a constant
yield method as an offset to interest when includible in income under your
regular accounting method. If you do not elect to amortize bond premium, that
premium will decrease the gain or increase the loss you would otherwise
recognize on disposition of the Note. Your election to amortize premium on a
constant yield method will also apply to all debt obligations held or
subsequently acquired by you on or after the first day of the first taxable
year to which the election applies. You may not revoke the election without the
consent of the Internal Revenue Service. You should consult your own tax
advisors before making this election.


Sale, Exchange and Retirement of Notes

Upon the sale, exchange, retirement or other disposition of a Note, you will
recognize capital gain or loss equal to the difference between the amount you
realize upon the sale, exchange, retirement or other disposition (less an
amount equal to any accrued and unpaid interest that you did not previously
include in income, which, except as described above, will be taxable as
ordinary interest income) and the adjusted tax basis of the Note. Your adjusted
tax basis in a Note will generally equal the amount you paid for the Note (less
any amount attributable to pre-issuance accrued interest) reduced by any
amortized premium. Capital gains of individuals derived in respect of capital
assets held for more than one year are eligible for reduced rates of taxation.
The deductibility of capital losses is subject to limitations.


Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain non-
corporate United States holders with respect to payments of principal and
interest on a Note and to the proceeds of sale of a Note. A backup withholding
tax will apply to such payments if you are such a United States holder and you
fail to provide a correct taxpayer identification number or certification of
exempt status, or fail to report in full dividend and interest income. The
backup withholding rate of 31% referenced in the prospectus under "United
States Federal Income Tax Consequences-Debt Securities-Information Reporting
and Backup Withholding-United States Holders" has been reduced to 30% for
payments made during 2003, 29% for payments made during 2004 and 2005 and 28%
for payments made during 2006 through 2010, after which time the rate will
revert back to 31% absent Congressional action.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.


Consequences to Non-United States Holders

The following is a summary of certain United States federal tax consequences
that will apply to you if you are a non-United States holder of Notes.

Special rules may apply to you if you are a "controlled foreign corporation,"
"passive foreign investment company," "foreign personal holding company,"
corporation that accumulated earnings to avoid United States federal income tax
or, in certain circumstances, a United States expatriate. These United States
holders should consult their own tax advisors to determine the United States
federal, state, local and other tax consequences that may be relevant to them.


United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of
principal or interest on the Notes provided that:

*  you do not actually or constructively own 10% or more of the total combined
   voting power of all classes of our voting stock within the meaning of the
   Code and applicable United States Treasury regulations;
*  you are not a controlled foreign corporation that is related to us through
   stock ownership;
*  you are not a bank whose receipt of interest on the Notes is described in
   Section 881(c)(3)(A) of the Code; and
*  either (a) you provide your name and address on an IRS Form W-8BEN (or other
   applicable form), and certify, under penalty of perjury, that you are not a
   United States person or (b) you hold your Notes through certain foreign
   intermediaries and satisfy the certification requirements of applicable
   United States Treasury regulations.

Special certification rules apply to certain non-United States holders that are
entities rather than individuals. If you cannot satisfy the requirements
described above, payments of interest made to you will generally be subject to
the 30% United States federal withholding tax, unless you provide us with a
properly executed:

*  IRS Form W-8BEN (or other applicable form) claiming an exemption from, or
   reduction in, withholding under the benefit of an applicable tax treaty; or
*  IRS Form W-8ECI (or successor form) stating that interest paid on the Notes
   is not subject to withholding tax because it is effectively connected with
   your conduct of a trade or business in the United States (as discussed below
   under "-United States Federal Income Tax").

The 30% United States federal withholding tax generally will not apply to
any gain that you realize on the sale, exchange, retirement or other
disposition of Notes.


United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on
the Notes is effectively connected with the conduct of that trade or business,
you will be subject to United States federal income tax on that interest on a
net income basis (although exempt from the 30% withholding tax, provided
certain certification and disclosure requirements discussed above under
"-United States Federal Withholding Tax" are satisfied) in the same manner as
if you were a United States person, as defined under the Code. In addition, if
you are a foreign corporation, you may be subject to a branch profits tax equal
to 30% (or lower applicable treaty rate) of its earnings and profits for the
taxable year, subject to adjustments, that are effectively connected with the
conduct by you of a trade or business in the United States.

You will generally not be subject to United States federal income tax on any
gain realized on the disposition of a Note unless:

*  the gain is effectively connected with your conduct of a trade or business
   in the United States; or
*  you are an individual who is present in the United States for 183 days or
   more in the taxable year of that disposition, and certain other conditions
   are met.


United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on Notes
beneficially owned by you at the time of your death provided that:

*  any payment to you on the Notes would be eligible for exemption from the 30%
   United States federal withholding tax under the rules described in the
   bullet points under "-United States Federal Withholding Tax," without regard
   to the certification requirements of the fourth bullet point; and
*  interest on those Notes would not have been, if received at the time of your
   death, effectively connected with your conduct of a trade or business in the
   United States.


Information Reporting and Backup Withholding

If you are a non-United States holder of Notes, we must report annually to the
Internal Revenue Service and to you the amount of payments we make to you and
the tax withheld with respect to such payments, regardless of whether
withholding was required. Copies of the information returns reporting such
payments and withholding may also be made available to the tax authorities in
the country in which you reside under the provisions of an applicable income
tax treaty. You will not be subject to backup withholding regarding payments we
make to you provided that we do not have actual knowledge or reason to know
that you are a United States person and we have received from you the statement
described above in the fourth bullet point under "-United States Federal
Withholding Tax." Recent changes to backup withholding rates are described
above in "Consequences to United States Holders-Information Reporting and
Backup Withholding."

In addition, you will be subject to information reporting and, depending on the
circumstances, backup withholding regarding the proceeds of the sale of a Note
made within the United States or conducted through United States-related
intermediaries, unless the payor receives the statement described above and
does not have actual knowledge or reason to know that you are a United States
person, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.


UNDERWRITING

Subject to the terms of a Purchase Agreement, dated as of February 13, 2003,
between Lehman Brothers Holdings and Lehman Brothers Inc. (the "Agent"), Lehman
Brothers Holdings has agreed to sell to the Agent, and the Agent has agreed to
purchase, the Notes in the principal amount of $25,000,000.

Under the terms and conditions of the Purchase Agreement, the Agent is
committed to take and pay for all of the Notes, if any are taken. The Agent
proposes to offer the Notes initially at a public offering price equal to the
Issue Price set forth above and to certain dealers at such price less a
concession not in excess of 0.350% of the principal amount of the Notes. The
Agent may allow, and the dealers may reallow, a discount not in excess of
0.250% of the principal amount of the Notes on sales to certain other dealers.
After the initial public offering, the public offering price and other selling
terms may from time to time be varied by the Agent.

The Notes are a new issue of securities with no established trading market.
Lehman Brothers Holdings has been advised by the Agent that it intends to make
a market in the Notes, but it is not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.

Lehman Brothers Holdings has agreed to indemnify the Agent against certain
liabilities under the Securities Act of 1933, as amended, as described in the
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/ Bob Gei
Name:   Bob Gei
Title:  Authorized Officer