FORM 8-A
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                
        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
           PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                                
                  LEHMAN BROTHERS HOLDINGS INC.
     (Exact name of registrant as specified in its charter)


             DELAWARE                       13-3216325
     (State of incorporation             (I.R.S. employer
         or organization)               identification no.)


3 World Financial Center                                 
   New York, New York                                    10285
(Address of principal executive offices)              (zip code)
                                             
If this Form relates to the         If this Form relates to the 
registration of a class of          registration of a class of
debt securities and is              debt securities and is to
effective upon filing               become effective simultaneously
pursuant to General Instruction     with the effectiveness of a 
A(c)(1) please check the            concurrent registration statement
following box  X                    under the Securities Act of 1933
                                    pursuant to General Instruction 
                                    A (c)(2) please check the 
                                    following box.

Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class         Name of each exchange on which
       to be so registered         each class is to be registered
                 
                                   
  AMEX Hong Kong 30 Index Call      American Stock Exchange, Inc.
 Warrants Expiring January,
 1998
                                   

Securities to be registered pursuant to Section 12(g) of the Act:
None


Item 1. Description of Registrant's Securities to be Registered.


         The  securities to be registered are AMEX  Hong  Kong  30
Index Call Warrants Expiring January __, 1998 (the "Warrants")  of
Lehman  Brothers  Holdings Inc. (the "Registrant")  and  shall  be
issued under the Registration Statement on Form S-3 (File No.  33-
58548).   A description of the Warrants will be contained  in  the
Prospectus and Prospectus Supplement to be filed by the Registrant
with  the  Securities and Exchange Commission  (the  "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933, and such
Prospectus  and  Prospectus  Supplement  shall  be  deemed  to  be
incorporated by reference into this Registration Statement.


Item 2.   Exhibits.

          1A      Form of Warrant Certificate (attached as
                  Exhibit A to the form of Index Warrant Agreement
                  referred to below).
          
          1B      Form of Global Warrant Certificate (attached as
                  Exhibit B to the form of Index Warrant Agreement referred
                  to below).
          
          2       Form of Index Warrant Agreement (incorporated by
                  reference to Exhibit 4(s) to Registration Statement No.
                  33-53651 filed May 16, 1994).
               
_________________


                            SIGNATURE

           Pursuant  to  the requirements of Section  12  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  registration statement to be signed on its  behalf  by  the
undersigned, thereto duly authorized.

                                   LEHMAN BROTHERS HOLDINGS INC.
                                        (Registrant)


Date:  January 11, 1996            By:   /s/ Jennifer Marre
                                   Name:  Jennifer Marre
                                   Title: Vice President