Rule 424(b)(2)                   
                            Registration Nos. 33-65674
                            NASD File No. 930707011            
PRICING SUPPLEMENT NO. 54
Dated June 16, 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:  Three (3) Month      
Agent's Commission: .25%                          LIBOR Telerate 
                                            posted on 6/21/94  
Interest Rate Basis:                           
(  ) Treasury Rate           Original Issue Date: 6/23/94  
( X) LIBOR - 3 month         Maturity Date: 6/24/96        
(  ) Commercial Paper Rate   Maximum Interest Rate:______% 
(  ) Federal Funds Effective Rate      Minimum Interest Rate:______%
(  ) Prime Rate              Spread Multiplier:__________%
(  ) Other (see attached)    Spread (+ -) +.30%     

Index Maturity: 3 month

Interest Payment Period:      Quarterly                              

Interest Reset Period:   Quarterly                         

Interest Reset Dates:    First (1st) of every September, December, 
                    March, June

Interest Determination Dates: Two (2) London business days             
                         prior to interest payment dates         
                  
Interest Payment Dates: First (1st) of every September, December, 
                   March, June and Maturity                      
 
The aggregate principal amount of this offering is $1,950,000 and
relates only to Pricing Supplement No. 54. 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
$2,049,100,000 Medium-Term Notes, Series E has been issued and
$2,049,100,000 are outstanding.