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

Pricing Supplement No. 38 dated November 20, 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:             November 20, 2003
Issue Date:             November 25, 2003



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

52519FCC3   $11,039,000.00   100.00%     2.70%       2.50%       2.00%


CUSIP       Net Proceeds     Interest Rate
Number      to Issuer        per Annum

52519FCC3   $10,740,947.00   5.75%



CUSIP       Interest Payment        First Interest       Maturity
Number      Dates                   Payment Date         Date

52519FCC3   Monthly on the 25th,    December 25, 2003    November 25, 2023
            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)

52519FCC3   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
                           25th, commencing November 25, 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.