Rule 424(b)(2)
                                 Registration Nos. 33-65674
                                 NASD File No. 930707011
   
AMENDED PRICING SUPPLEMENT NO. 80
Dated January 26, 1995, to Prospectus
Supplement dated November 11, 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:  Twelve (12) Month
Agent's Commission: 0%                          LIBOR Telerate
                                                 posted on 2/8/95
Interest Rate Basis:
(  ) Treasury Rate                 Original Issue Date: 2/10/95
(  ) LIBOR                         Maturity Date: 2/10/96
(  ) Commercial Paper Rate         Maximum Interest Rate:______%
(  ) Federal Funds Effective Rate  Minimum Interest Rate:______%
(  ) Prime Rate                    Spread Multiplier:__________%
( X) Other (see below)             Spread (+.60% as set forth below)
    

Index Maturity: 12 months

Interest Payment Period:  Semi-Annually

Interest Reset Period:   N/A

Interest Reset Dates: N/A

Interest Determination Dates: Two (2) London business days
prior to settlement date

Interest Payment Dates:8/10/95 and Maturity

The interest rate shall be calculated pursuant to the following
formula: [(1+(12 month LIBOR + 0.60%)*365/360)^(1/2)-1]*2, where the
12 month LIBOR rate shall be set two London business days prior to the
Settlement Date.

   
The  aggregate  principal amount of this offering is  $75,000,000  and
relates only to Pricing Supplement No. 80. Medium-Term Notes, Series E
may  be issued by the company in aggregate principal amount of  up  to
$3,267,500,000 and, to date, including this offering, an aggregate  of
$3,009,100,000  Medium-Term  Notes,  Series  E  has  been  issued  and
$2,108,100,000 are outstanding.