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 registration     If this Form relates to the 
of a class of debt securities and is         registration of a class of debt
effective upon filing pursuant to            securities and is to become 
General Instruction A(c)(1) please check     effective simultaneously with  
the following box   X                        the effectiveness of a concurrent
                                             registration statement 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


   Select Technology Stock Index Call            American Stock Exchange, Inc.
   Warrants Expiring May, 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 Select  Technology  Stock
Index Call Warrants  Expiring May __, 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:         May 13, 1996                        By:        /s/ Jennifer Marre
                                                             ------------------
                                                 Name:       Jennifer Marre
                                                 Title:      Vice President