8-K

                             UNITED STATES
                   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):
                               July 14, 2003

                          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 5.  Other Events

Press Release

         On July 14, 2003,  Lehman Brothers Holdings Inc. (the  "Registrant")
issued a joint press release with Neuberger Berman Inc., with respect to
discussions concerning a potential business combination (the "Press Release").

         The Press Release follows as Exhibit 99.1 hereto.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

         The following Exhibit is filed as part of this Report.

         Exhibit 99.1           Press Release

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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:   July 14, 2003                       By:  /s/ Oliver Budde
                                                -------------------------------
                                                Oliver Budde
                                                Vice President

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                                EXHIBIT INDEX

Exhibit 99.1                    Press Release


                                       4

EX-99

For Immediate Release                                         Exhibit 99.1


Lehman Brothers                                               Neuberger Berman

Media Contact:                                       Media and Investor Contact:
Hannah Burns                                         Robert Matza
(212) 526-4064                                       (212) 476-9808

Investor Contact:
Shaun Butler
(212) 526-8381


NEW YORK - July 14, 2003 - Lehman Brothers Holdings Inc. (Ticker: LEH) and
Neuberger Berman Inc. (Ticker: NEU) announced today that they are continuing
positive discussions with a view towards achieving a business combination
between the two firms. While there is no assurance that an agreement will be
reached, the parties expect that final terms will be worked out over the near
term.

              Cautionary Note Regarding Forward-Looking Statements


This press release may contain forward-looking statements. These statements are
not historical facts, but instead represent only the Firms' expectations,
estimates, and projections regarding future events. These statements are not
guarantees of future performance and involve certain risks and uncertainties
that are difficult to predict, which may include risks and uncertainties
relating to market fluctuations and volatility, industry competition and changes
in the competitive environment, investor sentiment, liquidity risks, credit
ratings changes, credit exposures and legal and regulatory changes and
proceedings. The Firms' actual results and financial condition may differ,
perhaps materially, from the anticipated results and financial condition in any
such forward-looking statements. For more information concerning the risks and
other factors that could affect the Firms' future results and financial
condition, see "Management's Discussion and Analysis of Financial Condition and
Results of Operation" in each Firm's most recent Annual Report to Shareholders
and Quarterly Report on Form 10-Q.