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):
                                November 7, 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 7.           Financial Statements and Exhibits

                  (c)      Exhibits

         The following Exhibit is incorporated by reference into Registration
Statement on Form S-3 No. 333-60474 as exhibits thereto and is filed as part of
this Report.


4.01 Form of senior debt security--Global Security representing the Registrant's
     Medium-Term Notes,  Series G, YEELDS(R),  Yield Enhanced Equity Linked Debt
     Securities,  Performance  Linked  to the  Value  of a Common  Stock  (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:    November 7, 2003                   By: /s/ Barrett S. DiPaolo
                                                --------------------------------
                                                    Barrett S. DiPaolo
                                                    Vice President
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                                  EXHIBIT INDEX



Exhibit No.       Exhibit


4.01 Form of senior debt security--Global Security representing the Registrant's
     Medium-Term Notes,  Series G, YEELDS(R),  Yield Enhanced Equity Linked Debt
     Securities,  Performance  Linked  to the  Value  of a Common  Stock  (filed
     herewith)