Rule 424(b)(2)
                                        Registration No. 33-65674
                                        NASD File No: 9307071103

PRICING SUPPLEMENT NO. 39
Dated March 30, 1994 to Prospectus
Supplement dated March 4, 1994
and Prospectus dated October 4, 1993.

                           LEHMAN BROTHERS HOLDINGS INC.   
              Medium-Term Notes, Series E
                     (Fixed Rate)
    
    Due from Nine Months to 30 Years from Date of Issue 
Interest Payable each February 15 and August 15 and at Maturity
              

Pricing to Public:  100%

Agent's Commission: .25% 

Original Issue Date: 4/7/94

Interest Rate Per Annum:  5.77% 
  
Maturity Date:  4/8/96


The aggregate principal amount of this offering is $1,000,000 and
relates only to Pricing Supplement No. 39.  Medium-Term Notes,
Series E may be issued by the Company in an aggregate principal
amount of up to $2,500,000,000 and, to date, including this
offering, an aggregate of $1,281,150,000 Medium-Term Notes, Series
E has been issued and $1,281,150,000 are outstanding.