Rule 424(b)(2)                   
                            Registration Nos. 33-65674
                            NASD File No. 930707011            
PRICING SUPPLEMENT NO. 51
Dated May 13, 1994, to Prospectus
Supplement dated March 4, 1994
and Prospectus dated October 4, 1993

               LEHMAN BROTHERS HOLDINGS INC.
                         Medium-Term Notes, Series E
                              (Floating Rate)
       Due from Nine Months to 30 years from Date of Issue

Price to Public: 100%        Initial Interest Rate: Two (2) Year CMT
Agent's Commission: .25%                      Rate(see attached)
Interest Rate Basis:                           posted on 5/18/94
(  ) Treasury Rate           Original Issue Date: 5/20/94  
(  ) LIBOR - 3 month         Maturity Date: 5/20/96        
(  ) Commercial Paper Rate   Maximum Interest Rate:______% 
(  ) Federal Funds Effective Rate      Minimum Interest Rate:______%
(  ) Prime Rate              Spread Multiplier:__________%
( X) Other (see attached)    Spread (+ -) -.41%     

Index Maturity: 2 year

Interest Payment Period:      Quarterly                              

Interest Reset Period:   Quarterly                         

Interest Reset Dates:    Twentieth (20th) of August, November, 
                    February, May  

Interest Determination Dates: Two (2) New York business days           
                         prior to interest reset dates           
                
Interest Payment Dates: Twentieth (20th) of August, November, 
                   February, May and Maturity (commencing
                         August 20, 1994)                        

The aggregate principal amount of this offering is $15,000,000 and
relates only to Pricing Supplement No. 51. Medium-Term Notes, Series E
may be issued by the company in aggregate principal amount of up to
$2,500,000,000 and, to date, including this offering, an aggregate of
$1,797,150,000 Medium-Term Notes, Series E has been issued and
$1,797,150,000 are outstanding.


The Agent has purchased the Notes as principal in this transaction and
may resell any of such Notes to another broker/dealer (acting as
principal for the purposes of resale) at a discount and the discount
allowed to such broker/dealer will not exceed the discount received by
the Agent in such transaction.






The following description of the particular terms of the Constant
Maturity Treasury Notes (the "CMT Notes") supplements, and to the extent
inconsistent with replaces the description of the Notes set forth in the
Prospectus and the Prospectus Supplement to which this Pricing
Supplement relates.

The CMT Notes will bear interest at a rate equal to the CMT Rate (as
hereinafter described) minus 0.41%.  The interest factor used to
calculate accrued interest from the Issue Date or from and excluding the
last date to which interest has been paid, as the case may be, is
calculated on the basis of a 365-day year (or a 366-day year in the case
of a leap year) and the actual number of days elapsed during the
applicable period for which interest is calculated.

The Constant Maturity Treasury Rate (the "CMT Rate") for a Reset Date is
the rate displayed on Telerate Page 7052 (as hereinafter defined) for
"Daily Treasury Constant Maturities and Money Markets...Federal Reserve
Board Release H.15...Mondays approximately 3:45 p.m. EDT," under the
heading "2 Year" for the last business day in the "Current Week" section
as of the applicable Interest Determination Date or such other page as
may replace that page on such service for the purpose of displaying
rates or prices comparable to the CMT Rate, as determined by Lehman
Brothers Special Financing Inc. (the "Calculation Agent").  If the CMT
Rate is no longer so displayed on the Interest Determination Date, then
the CMT Rate for the applicable Reset Date will be determined to be the
2-year Constant Maturity Treasury rate (or such other 2-year United
States Treasury rate) on the Interest Determination Date with respect to
such Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department
of the Treasury which the Calculation Agent determines to be comparable
to the rate formerly displayed on Telerate Page 7052 and published in
H.15(519).  If no such comparable information is available, then the CMT
Rate for the Reset Date will be determined by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the
secondary market closing bid side prices (as of approximately 3:30 p.m.
New York City time on the Interest Determination Date) reported,
according to the written records, by three leading United States primary
government securities dealers (each a "Reference Dealer") in the City of
New York (from five such Reference Dealers selected by the Calculation
Agent  and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or in the event
of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States with an original
maturity of two years; provided, however, in the event three or four
(and not five) of such Reference Dealers are so quoting, then the CMT
Rate will be based on the arithmetic mean of all the bid prices
obtained.  In the event that fewer than three Reference Dealers selected
by the Calculation Agent are so quoting, the CMT Rate will be the CMT
Rate in effect on the immediately preceding Reset Date.

The term "Telerate page 7052" means the display designated as page
"7052" on the Telerate Service, or such other page as may replace the
7052 page on that service or such other service or services as may be
nominated by the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury for the purpose  of displaying
the "Daily Treasury Constant Maturities".