Filed Pursuant to Rule 424(b)(3)
                                                   Registration No. 333-121067

Pricing Supplement No. 5 dated August 11, 2005
(to Prospectus Supplement dated May 18, 2005
and Prospectus dated May 18, 2005)

                              $11,101,000

LEHMAN BROTHERS HOLDINGS INC.
Lehman Notes, Series B

This Pricing Supplement supplements the terms and conditions in, and
incorporates by reference, the Prospectus, dated May 18, 2005, as supplemented
by the Prospectus Supplement, dated May 18, 2005 (as so supplemented, together
with all documents incorporated by reference therein, the "Prospectus"), and
should be read in conjunction with the Prospectus. Unless otherwise defined in
this Pricing Supplement, terms used herein have the same meanings as are given
to them in the Prospectus.

Trade Date:                   August 11, 2005
Issue Date:                   August 16, 2005



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

52519FEA5   $11,101,000       100.00%     2.70%       2.50%       2.00%


CUSIP       Net Proceeds      Interest Rate
Number      to Issuer         per Annum

52519FEA5   $10,801,273       5.65%



CUSIP       Interest Payment        First Interest       Maturity
Number      Dates                   Payment Date         Date

52519FEA5   Monthly on the 16th     September 16, 2005   August 16, 2030
            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)

52519FEA5   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
                           16th, commencing August 16, 2010. 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.



Other Terms:    On the Issue Date specified above, Lehman Brothers Holdings may
                (but is not required to) issue additional Notes similar in all
                respects (including with respect to the Price to Public and the
                Concessions specified above). Lehman Brothers Holdings may also
                issue additional Notes following the Issue Date at a new Price
                to Public and subject to new Concessions. All such additional
                Notes would form a single tranche with, have the same CUSIP
                number as and trade interchangeably with the Notes immediately
                upon settlement.