Rule 424(b)(2)
Registration Nos. 33-56615
                                 NASD File No. 941128001
   
AMENDED PRICING SUPPLEMENT NO. 139
Dated September 27, 1995, to Prospectus
Supplement dated January 26, 1995
and Prospectus dated January 26, 1995
    

                   LEHMAN BROTHERS HOLDINGS INC.
                    Medium-Term Notes, Series E
                         (Fixed Rate)
       Due from Nine Months to 30 years from Date of Issue
   
Pricing to Public: 71.70%
    
Agent's Commission: .50%

Original Issue Date: 10/23/95

Maturity Date: 10/23/00

Interest Rate:  0.00%

The  aggregate  principal amount of this offering is  $10,000,000  and
relates only to Amended Pricing Supplement No. 139. Medium-Term Notes,
Series E may be issued by the company in aggregate principal amount of
up  to  $5,267,500,000  and,  to date,  including  this  offering,  an
aggregate  of  $4,520,900,000 Medium-Term Notes,  Series  E  has  been
issued and $2,704,865,000 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, which  may  vary
from   the  discount  received  by  the  Agent  in  such  transaction.
      SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX DISCLOSURE

Under the OID Regulations, the Notes will be treated as Original Issue
Discount Notes with OID that must be accrued through October 23, 2000.
The  amount  of  OID on a Note will equal the difference  between  the
Stated  Redemption  Price  at Maturity (the  stated  principal  amount
herein)  of  such  Note  and its Issue Price.  United  States  Holders
should  accrue OID in income on a constant yield basis as  more  fully
described   in  the  Prospectus  Supplement  to  which  this   Pricing
Supplement relates.

A  United  States Holder of the Notes should refer to  the  Prospectus
Supplement  to which this Pricing Supplement relates for  further  tax
disclosure.

Capitalized  terms  not  otherwise defined  herein  have  the  meaning
ascribed  to  them  in  the  accompanying  Prospectus  Supplement   or
Prospectus.