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


PRICING SUPPLEMENT NO. 112 dated February 18, 2004
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.:                      52517PVW8

ISIN:                           US52517PVW84

Specified Currency:             US Dollars

Principal Amount:               US$100,000,000.00

                                Total                      Per Note
Issue Price:                    US$100,000,000.00          100.00%
Agents' Commission:             US$    350,000.00            0.35%
Proceeds to Lehman
   Brothers Holdings:           US$ 99,650,000.00           99.65%

Agents:                         Lehman Brothers Inc.
                                ING Financial Markets LLC
                                BNP Paribas Securities Corp.

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.

Trade Date:                     February 18, 2004

Original Issue Date:            February 23, 2004

Stated Maturity Date:           February 23, 2007

Amortizing Note:                [  ]  Yes     [X ]  No

Amortization Schedule:          Not Applicable


[  ]  Fixed Rate Note           Interest Rate per Annum:         %

[X ]  Floating Rate Note        [  ]  CD Rate
                  [  ]  Commercial Paper Rate
                  [  ]  Federal Funds Rate
                  [X ]  LIBOR Telerate
                  [  ]  LIBOR Reuters
                  [  ]  Treasury Rate:    Constant Maturity [  ] Yes   [  ] No
                  [  ]  Prime Rate
                  [  ]  J.J. Kenny Rate
                  [  ]  Eleventh District Cost of Funds Rate
                  [  ]  Other:

Other Interest Rate Terms:      Not applicable

Initial Interest Rate:          1.245%

Spread:                         +0.125%

Maximum Interest Rate:          Not Applicable

Minimum Interest Rate:          Not Applicable

Index Maturity:                 3 Month LIBOR

Interest Rate
   Determination Dates:         Two London business days prior to Interest
                                Reset Dates

Interest Reset Dates:           Each May 15, August 15, November 15 and
                                February 15, commencing on May 15, 2004

Interest Payment Dates:         Each May 15, August 15, November 15 and
                                February 15, commencing on May 15, 2004

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

Interest Rate
   Calculation Agent:           Citibank, N.A.

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:       $100,000.00 and whole multiples of $100,000.00.

Issuer Rating:                  Long-term senior unsecured debt of Lehman
                                Brothers Holdings is currently rated A by
                                Standard & Poors, A1 by Moody's Investors
                                Service and A+ by Fitch IBCA.


CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

A summary of certain United States federal income tax consequences that will
apply to holders of debt securities is set forth under "United States Federal
Income Tax Consequences-Debt Securities" in the Prospectus. Holders should note
that the backup withholding tax 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 28%
for payments made through 2010, after which time the rate will revert back to
31% absent Congressional action.

In addition, the sections below replace the summaries set forth in the
Prospectus under "United States Federal Income Tax Consequences-Debt
Securities-Consequences to Non-United States Holders-United States Federal
Estate Tax" and "United States Federal Income Tax Consequences-Debt
Securities-Information Reporting and Backup Withholding-Non-United States
Holders."


Consequences to Non-United States Holders

United States Federal Estate Tax

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

*  any payment to you on the debt securities 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 Income Tax Consequences-
   Debt Securities-Consequences to Non-United States Holders-United States
   Federal Withholding Tax," without regard to the certification requirements
   of the fourth bullet point; and
*  interest on those debt securities would not have been, if received at the
   time of your death, effectively connected with the conduct by you of a trade
   or business in the United States.


Information Reporting and Backup Withholding

Non-United States Holders

If you are a non-United States holder of debt securities, we must report
annually to the IRS 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 Income Tax
Consequences-Debt Securities-Consequences to Non-United States Holders-United
States Federal Withholding Tax."

In addition, you will be subject to information reporting and, depending on the
circumstances, backup withholding regarding the proceeds of the sale of a debt
security 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 IRS.


UNDERWRITING

Subject to the terms of a Purchase Agreement, dated as of February 18, 2004,
between Lehman Brothers Holdings and Lehman Brothers Inc. and the other agents
set forth below (collectively, the "Agents"), Lehman Brothers Holdings has
agreed to sell to the Agents, and the Agents have agreed severally to purchase,
the principal amounts of Notes set forth opposite their names below:

                                                            Principal Amount
Agents                                                      of the Notes

Lehman Brothers Inc.                                        $  80,000,000
ING Financial Markets LLC                                      10,000,000
BNP Paribas Securities Corp.                                   10,000,000

Total .........................................             $ 100,000,000


Under the terms and conditions of the Purchase Agreement, the Agents are is
committed to take and pay for all of the Notes, if any are taken. The Agents
propose 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 0.10% of the principal amount of the Notes. The
Agents may allow, and the dealers may reallow, a discount not in excess of
0.05% 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 Agents.

The Notes are a new issue of securities with no established trading market.
Lehman Brothers Holdings has been advised by the Agents that they may make a
market in the Notes, but they are 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 Agents 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 accompanying Prospectus.


Lehman Brothers Holdings Inc.


By:      /s/ Paolo Tonucci
Name:    Paolo Tonucci
Title:   Authorized Officer