Rule 424(b)(2)
                                        Registration Nos. 33-62085
                                        NASD File No. 950825005

PRICING SUPPLEMENT NO. 165
Dated June 3, 1996 to Prospectus
Supplement dated February 23, 1996
and Prospectus dated October 30, 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:  100%

Agent's Commission: .25%

Original Issue Date: 6/24/96

Interest Rate Per Annum:  8.125%

Interest Payment Dates:   24th of each month and at maturity

Maturity Date:  6/24/11 (1)

1) Call Feature:  The Company has the right to call the Notes at par
on or after 6/24/98 on any semi-annual interest payment date.  Call
notice is ten calendar days.

The aggregate principal amount of this offering is $5,000,000 and
relates only to Pricing Supplement No. 165.  Medium-Term Notes,
Series E may be issued by the Company in an aggregate principal
amount of up to $6,267,500,000 and, to date, including this
offering, an aggregate of $5,403,300,000 Medium-Term Notes, Series E
has been issued and $2,606,665,000 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.