8-K

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

 
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


           Date of Report (date of earliest event reported): Sept. 3, 1998


                          LEHMAN BROTHERS HOLDINGS INC.
                (Exact name of registrant as specified in its charter)

                                    Delaware
                     (State or other jurisdiction of incorporation)


         1-9466                                          13-3216325
 (Commission File Number)                     (IRS Employer Identification No.)

 3 World Financial Center
    New York, New York                                       10285
   (Address of principal                                  (Zip Code)
    executive offices)

                     Registrant's telephone number, including
                             area code: (212) 526-7000







Item 5.           Other Events

         On September 3, 1998 Lehman Brothers Holdings Inc. issued a press 
release with respect to its projected third quarter 1998 earnings. A copy of 
the press release is being filed herewith.

Item 7.           Financial Statements and Exhibits

                  (c)      Exhibits

         The following Exhibit is filed as part of this report:
 
         99.1     Press Release










                                 SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the 
undersigned hereunto duly authorized.



                                                 LEHMAN BROTHERS HOLDINGS INC.



                                                  By:/s/ John L. Cecil
                                                     John L. Cecil
                                                     Chief Financial and
                                                     Administrative Officer





Date:  September 3, 1998






                                 EXHIBIT INDEX



Exhibit No.   Exhibit


99.1          Press Release

EX-99.1

                                                              Exhibit 99.1
Lehman Brothers
Press Release

For Immediate Release               MEDIA CONTACT:            William J. Ahearn
                                                              (212) 526-4379
                                    INVESTOR CONTACT:         Shaun Butler
                                                              (212) 526-8381


Lehman Brothers Projects
Third Quarter Earnings Of $151 Million


NEW YORK, Sept. 3, 1998 - Lehman Brothers Holdings Inc. (NYSE: LEH) today 
estimated that net income for the third quarter ended August 31, 1998, would be
approximately $151 million.  Earnings for the first nine months of fiscal 1998 
would be approximately $662 million.  Lehman Brothers reported earnings of
$197 million in the fiscal 1997 third quarter, and $462 million for the first 
nine months of fiscal 1997.

The earnings estimate for the current-year third quarter includes a reduction
in net income of approximately $60 million, reflecting the impact of 
significant volatility in Russian and other emerging markets.

Lehman Brothers is a global investment bank with leadership positions in 
corporate finance, advisory services, municipal finance and fixed income and 
equity sales, trading and research. Lehman Brothers serves the financial needs
of corporate, government and institutional clients, and high-net-worth 
individuals through offices in major financial centers worldwide.