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


PRICING SUPPLEMENT NO. 162 dated October 12, 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.:                      52517PXR7

ISIN:                           US52517PXR71

Specified Currency:             US Dollars

Principal Amount:               US$6,000,000.00

                                Total                   Per Note
Issue Price:                    US$6,000,000.00         100%
Agent's Commission:             US$        0.00           0%
Proceeds to Lehman
   Brothers Holdings:           US$6,000,000.00         100%

In addition, at the Original Issue Date specified below, Lehman Brothers
Holdings may issue up to an additional $94,000,000.00 aggregate principal
amount of Notes similar in all respects (including with respect to the
Issue Price and the Agent's Commission specified above).


Agent:                          Lehman Brothers Inc.

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

Trade Date:                     October 12, 2004

Original Issue Date:            November 5, 2004

Stated Maturity Date:           November 5, 2014

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
                  [  ]  LIBOR Telerate
                  [  ]  LIBOR Reuters
                  [  ]  Treasury Rate:    Constant Maturity [  ] Yes   [  ] No
                  [  ]  Prime Rate
                  [  ]  J.J. Kenny Rate
                  [  ]  Eleventh District Cost of Funds Rate
                  [X ]  Other:  See "Interest Rate per Annum" below

Interest Rate per Annum:        For each Interest Reset Period, from November
                                5, 2004 until the Stated Maturity Date, 0.8
                                times the 10-Year CMT Rate, subject to the
                                Minimum Interest Rate

                                All values used in any calculation of the
                                Interest Rate per Annum will be rounded to
                                five decimal places and all percentages
                                resulting from any Interest Rate per Annum
                                calculation will be rounded to three decimal
                                places.

Initial Interest Rate:          Not applicable

Spread:                         Not applicable

Spread Multiplier:              0.8

Maximum Interest Rate:          Not applicable

Minimum Interest Rate:          3.00%

Index Maturity:                 10 years

10-Year CMT Rate:               The rate that appears on Telerate page 7051
                                for the applicable Determination Date.  If
                                such rate does not appear on Telerate page
                                7051, then the rate that appears on the
                                Federal Reserve Statistical Release H.15 shall
                                apply.

Determination Dates:            Two business days prior to the applicable
                                Interest Reset Date

Interest Reset Dates:           Each Interest Payment Date

Interest Payment Dates:         Monthly on the 5th, commencing on December 5,
                                2004

Interest Computation:           Interest will be computed on the assumption
                                that there are 30 days in each month and 360
                                days in each year.

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

Interest Rate
   Calculation Agent:           Lehman Brothers International (Europe)

Optional Redemption:            Not applicable

Optional Repayment:             Not applicable

Extension of Maturity:          Not applicable

Form of Note:                   [X ]  Book-entry only (global)
                                [  ]  Certificated

Depositary:                     The Depository Trust Company

Authorized Denominations:       $1,000 and whole multiples of $1,000.

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


RISK FACTORS

The secondary market for, and the market value of, the Notes will be affected
by a number of factors independent of the creditworthiness of Lehman Brothers
Holdings, including the level and direction of interest rates, the anticipated
level and potential volatility of the 10-Year CMT Rate, the method of
calculating the 10-Year CMT Rate, the time remaining to the maturity of the
Notes, the aggregate principal amount of the Notes and the availability of
comparable instruments. The value of the 10-Year CMT Rate depends on a number
of interrelated factors, including economic, financial and political events,
over which Lehman Brothers Holdings has no control.


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, Lehman Brothers
Holdings must report annually to the IRS and to you the amount of payments
Lehman Brothers Holdings makes 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 Lehman Brothers Holdings makes to you
provided that Lehman Brothers Holdings does not have actual knowledge or reason
to know that you are a United States person and Lehman Brothers Holdings has
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

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. (the
"Agent"), and the Agent has agreed to purchase, the principal amount of the
Notes.  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.
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.

The Agent has agreed that it will, to the best of its knowledge, only offer or
sell the Notes in compliance with the laws and regulations in any jurisdiction
applicable to such offer or sale and it has not taken and will not take any
action in any jurisdiction, other than the United States, that would permit a
public offering of the Notes, or possession or distribution of any prospectus
or any amendment or supplement thereto or any offering or publicity material
relating to the Notes, in any country or jurisdiction where action for that
purpose is required.

The Agent has represented and agreed that:

*  it and each of its affiliates have not offered or sold and will not offer or
   sell any Notes to persons in the United Kingdom prior to the expiry of the
   period of six months from the issue date of the Notes except to persons
   whose ordinary activities involve them in acquiring, holding, managing or
   disposing of investments (as principal or agent) for the purposes of their
   businesses or otherwise in circumstances which have not resulted and will
   not result in an offer to the public in the United Kingdom within the
   meaning of the Public Offers of Securities Regulations of 1995;
*  it and each of its affiliates have only communicated or caused to be
   communicated and will only communicate or cause to be communicated any
   invitation or inducement to engage in investment activity (within the
   meaning of Section 21 of the Financial Services and Markets Act 2000 (the
   "FSMA") received by it in connection with the issue or sale of any Notes in
   circumstances in which Section 21(1) of the FSMA does not apply to Lehman
   Brothers Holdings; and
*  it and each of its affiliates have complied and will comply with all
   applicable provisions of the FSMA with respect to anything done by it in
   relation to the Notes in, from or otherwise involving the United Kingdom.

The Agent has separately further agreed that the Notes may not be offered,
sold, transferred or delivered in or from The Netherlands, as part of their
initial distribution or as part of any re-offering, and neither this prospectus
supplement, the accompanying prospectus nor any other document in respect of
the offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.

Lehman Brothers Holdings has agreed to indemnify the Agent against certain
liabilities under the Securities Act of 1933, as amended, as described in the
accompanying Prospectus Supplement.

Capitalized terms used herein without definition have the meanings ascribed to
them in the Prospectus Supplement and Prospectus.


Lehman Brothers Holdings Inc.


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