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


PRICING SUPPLEMENT NO. 215 dated March 18, 2005
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.:                      52517PZE4

ISIN:                           US52517PZE41

Specified Currency:             US Dollars

Principal Amount:               US$30,000,000.00

                                Total                         Per Note

Issue Price:                    US$30,000,000.00              100.000%
Agents' Commission:             US$   112,500.00                0.375%
Proceeds to Lehman
   Brothers Holdings:           US$29,887,500.00               99.625%

Agents:                         Lehman Brothers Inc.
                                RBC Capital Markets
                                Calyon

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:                     March 18, 2005

Original Issue Date:            March 23, 2005

Stated Maturity Date:           March 23, 2011

Amortizing Note:                [  ]  Yes     [X ]  No

Amortization Schedule:          Not Applicable


[  ]  Fixed Rate Note

[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:

Index Maturity:                 1-Month

Spread:                         Plus 0.17%

Initial Interest Rate:          3.02%

Maximum Interest Rate:          Not Applicable

Minimum Interest Rate:          Not Applicable

LIBOR Determination Dates:      Two London Business Days prior to each Interest
                                Reset Date

Interest Reset Dates:           Each Interest Payment Date

Interest Payment Dates:         Monthly on the 23rd, commencing on April 23,
                                2005

Interest Computation:           Interest will be computed on the actual number
                                of days elapsed and the assumption that there
                                are 360 days in each year.

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

London Business Day:            Any day that is not a Saturday or a Sunday on
                                which dealings in deposits in U.S. dollars are
                                transacted, or with respect to any future date
                                are expected to be transacted, in the London
                                interbank market.

Interest Rate
   Calculation Agent:           Citibank, N.A.

Optional Redemption:            Not applicable

Optional Repayment:             Not applicable

Extension of Maturity:          Not applicable

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 & Poor's Ratings Services, A1 by
                                Moody's Investors Service and A+ by Fitch
                                Ratings.


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

Subject to the terms of a Purchase Agreement, 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.                                      $ 29,400,000
RBC Dain Rauscher Inc.                                         300,000
Calyon Securities (USA) Inc.                                   300,000

Total .........................................           $ 30,000,000


Under the terms and conditions of the Purchase Agreement, the Agents are
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 0.375% of the principal amount of the Notes. The
Agents may allow, and the dealers may reallow, a discount not in excess of
0.1875% 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.

Each Agent further represents and warrants to the Company 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 a
   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.

Each Agent has separately further agreed that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or sell
in the Netherlands anyNotesother than to persons who trade or invest in
securities in the conduct of a profession or business (which include banks,
stockbrokers, insurance companies, investment undertakings, pension funds,
other institutional investors and finance companies and treasury departments of
large enterprises).

Each Agent has separately further agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it offers
or sells the Notes or possesses or distributes the prospectus supplement, the
accompanying prospectus or any other offering material and will obtain any
consent, approval or permission required by it for the offer or sale by it of
the Notes under the laws and regulations in force in any jurisdiction to which
it is subject or in which it makes such offers or sales.


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.

Certain of the Agents of the Notes are affiliated with commercial banking
institutions that may from time to time in the ordinary course of their
business loan money to and have other customary banking relationships with
Lehman Brothers Holdings and its affiliates.

Certain of the Agents may make the securities available for distribution on the
Internet through a proprietary website and/or a third-party system operated by
Market AxessCorporation, an Internet-based communications technology provider.
Market AxessCorporation is providing the system as a conduit for communications
between such Agents and their customers and is not a party to this offering.
Market AxessCorporation, a registered broker-dealer, will receive compensation
from such Agents based on transactions that such Agents conduct through the
system. Such Agents will make the securities available to their customers
through the Internet distributions, whether made through a proprietary or
third-party system, on the same terms as distributions made through other
channels.


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/   Nahill Younis
Name:    Nahill Younis
Title:   Authorized Officer