Rule 424(b)(2)
                            Registration No. 33-65674
                            NASD File No. 930707011
                            
PRICING SUPPLEMENT NO. 70
Dated September 19, 1994, to Prospectus
Supplement dated August 8, 1994
and Prospectus dated August 8, 1994

               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: Prime Rate
Agent's Commission: .15%                      posted on 9/21/94 
Interest Rate Basis:                           
(  ) Treasury Rate           Original Issue Date: 9/21/94  
(  ) LIBOR                   Maturity Date: 9/21/95        
(  ) Commercial Paper Rate   Maximum Interest Rate:______% 
(  ) Federal Funds Effective Rate      Minimum Interest Rate:______%
(X ) Prime Rate (See attached)    Spread Multiplier:__________%
(  ) Other                   Spread (+ -) -2.53%     

Index Maturity: Daily

Interest Payment Period: Quarterly-Notwithstanding anything to the
contrary contained in the Prospectus Supplement, Interest Payment
Periods will be as follows: initially, Settlement date to but excluding
Interest Payment date, thereafter, each Interest Payment Date to but
excluding the immediately subsequent Interest Payment Date, and finally,
the last Interest Payment date (6/21/95) to but excluding the Maturity
Date.                              

Interest Reset Period:   Daily                         

Interest Reset Dates:  Daily

Interest Determination Dates: As described in Prospectus Supplement

NOTE: The interest rate in effect on the fifth Business Day prior to
each interest payment date shall be the interest rate for the period of
time from such fifth Business Day to but excluding the relevant interest
payment date.  The interest rate in effect on the fifth Business Day
prior to Maturity Date shall be the interest rate for the period of time
from such fifth Business Day to but excluding the Maturity Date.       
                    
Interest Payment Dates: twenty-first day of every December, March,
                  June and Maturity    

The aggregate principal amount of this offering is $50,000,000 and
relates only to Pricing Supplement No. 70. Medium-Term Notes, Series E
may be issued by the company in aggregate principal amount of up to
$3,000,000,000 and, to date, including this offering, an aggregate of
$2,541,100,000 Medium-Term Notes, Series E has been issued and
$2,491,100,000 are outstanding.




The "Prime Rate" means, with respect to any Interest Determination Date,
the interest rate (expressed as a percentage per annum)for such date, as
published in the applicable H.15(519) opposite the caption "Bank prime
loan."  If such an interest rate is not so published in H.15(519) by
9:00 a.m., New York City time, on the Calculation Date(as defined
below)the Prime Rate will be determined by the Calculation Agent and
will be the arithmetic mean (rounded to the nearest one-hundred
thousandth of one percentage point, with five one-millionths of one
percentage point rounded upwards) of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF Page (as
defined below) as such bank's U.S. dollar prime rate or base lending
rate as in effect for such Interest Determination Date, as quoted on the
Reuter's Screen NYMF Page as of 9:00 a.m., New York City time, on that
Interest Determination Date, provided that at least four rates appear on
the Reuters Screen NYMF Page as of 9:00 a.m., New York City time, for
such date.  If fewer than four such rates appear on the Reuters Screen
NYMF Page as of 9:00 a.m., New York City time, for such Interest
Determination Date, the Prime Rate for such Interest Determination Date
will be determined by the Calculation Agent and will be the arithmetic
mean (rounded to the nearest one-hundred thousandth of one percentage
point, with five one-millionths of one percentage point rounded upwards)
of the rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Interest
Determination Date by three major banks in The City of New York selected
by the Calculation Agent as such bank's U.S. dollar prime rate or base
lending rate.  If fewer than three such quotations are provided, the
applicable interest rate used for such Interest Determination Date will
be calculated by the Calculation Agent and will be the arithmetic mean
(rounded to the nearest one-hundred thousandth of one percentage point,
with five one-millionths of one percentage point rounded upwards) of the
U.S. dollar prime or base lending rates quoted in The City of New York
on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by three
substitute banks or trust companies organized and doing business under
the laws of the United States or any state thereof, each having total
equity capital of at least U.S. $500,000,000 and being subject to
supervision or examination by federal or state authority, selected by
the Calculation Agent; provided, however, that if the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Prime Rate used for such Interest
Determination Date will be the Prime Rate used for the Banking Day
preceding such Interest Determination Date.

"Calculation Date" means, with respect to an Interest Payment Period,
the date by which the interest payment will be calculated and will be
the Business Day prior to such Interest Payment Date.

"H.15(519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the
Federal Reserve System.

"Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying U.S.
dollar prime rates or base lending rates of major United States banks.)