Securities and Exchange Commission (the "Commission")
                              Washington, DC 20549

                                    Form 8-A

                For Registration of Certain Classes of Securities
                      Pursuant to Section 12(b) or 12(g) of
            the Securities Exchange Act of 1934 (the "Exchange Act")

                    Lehman Brothers Holdings Capital Trust II
                (with respect to the Trust Preferred Securities)
                          Lehman Brothers Holdings Inc.
         (with respect to the related guarantee and back-up obligations)
                         (together, the "Registrants")
           (Exact name of Registrants as specified in their charters)

                                    Delaware
       (State or other jurisdiction of incorporation for both Registrants)

              Lehman Brothers Holdings Capital Trust II--13-4054196
                    Lehman Brothers Holdings Inc.--13-3216325
                       (IRS employer identification nos.)

                        c/o Lehman Brothers Holdings Inc.
                            3 World Financial Center
                            New York, New York 10285
                    (Address of principal executive offices,
                   including zip code, for both Registrants)

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (b) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.
[ X ]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (g) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securites  Act of 1933  registration  statement  file  number to which this form
relates: N/A

Securities to be Registered Pursuant to Section 12(b) of the Exchange Act:

                                            Name of Each Exchange
Title of Each Class                         on Which Each Class is
to be so Registered                         to be Registered
- ------------------------------              ------------------------------
7.875% Trust Preferred Securities           New York Stock Exchange, Inc.
(and the related guarantee and
back-up obligations)


Securities to be Registered Pursuant to Section 12(g) of the Exchange Act:

None





Item 1.  Description of Registrants' Securities to be Registered.

The Registrants hereby incorporate by reference the descriptions set forth under
the captions "Certain Terms of the Preferred  Securities,"  "Relationship  Among
the  Preferred  Securities,  the  Subordinated  Debentures  and the  Guarantee,"
"Description  of Preferred  Securities"  and  "Description of Guarantees" in the
Prospectus  Supplement  dated April 15, 1999 and  accompanying  Prospectus dated
March 23, 1999,  filed with the  Commission  on April 19, 1999  pursuant to Rule
424(b)(2) under the Securities Act of 1933.

Item 2.  Exhibits.

The securities  described herein are to be registered  pursuant to Section 12(b)
of the  Exchange  Act on an  exchange on which other  securities  of  Registrant
Lehman Brothers Holdings Inc. are currently  registered.  In accordance with the
instructions  regarding  exhibits  on  Form  8-A,  the  following  exhibits  are
incorporated herein by reference:

1.01     Certificate  of Trust of  Lehman  Brothers  Holdings  Capital  Trust II
         (incorporated   by  reference  to  Exhibit  4(v)  of  the  Registrants'
         Registration  Statement on Form S-3, filed with the Commission on April
         15, 1998).

1.02     Amended  and  Restated  Declaration  of Trust (the  "Declaration")  for
         Lehman Brothers Holdings Capital Trust II (incorporated by reference to
         Exhibit 4.03 of Lehman Brothers  Holdings Inc.'s Current Report on Form
         8-K filed with the Commission on April 20, 1999).

1.03     Certificates   evidencing   Preferred   Securities   issued  under  the
         Declaration  (incorporated  by  reference  to  Exhibit  4.04 of  Lehman
         Brothers  Holdings  Inc.'s  Current  Report on Form 8-K filed  with the
         Commission on April 20, 1999).

1.04     Guarantee of Lehman  Brothers  Holdings  Inc. with respect to the Trust
         Preferred  Securities  (incorporated  by  reference  to Exhibit 4.05 of
         Lehman  Brothers  Holdings Inc.'s Current Report on Form 8-K filed with
         the Commission on April 20, 1999).

1.05     Indenture dated as of February 1, 1996 between Lehman Brothers Holdings
         Inc. and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee,
         relating  to  a  Junior  Subordinated  Debenture  purchased  by  Lehman
         Brothers  Holdings  Capital  Trust II  (incorporated  by  reference  to
         Exhibit 2 of Lehman Brothers Holdings Inc.'s Registration  Statement on
         Form 8-A filed with the Commission on February 8, 1996).

1.06     Supplemental  Indenture  dated as of  February 1, 1996  between  Lehman
         Brothers Holdings Inc. and The Chase Manhattan Bank (formerly  Chemical
         Bank),  as Trustee  (incorporated  by  reference to Exhibit 3 of Lehman
         Brothers Holdings Inc.'s Registration  Statement on Form 8-A filed with
         the Commission on February 8, 1996).

1.07     Third Supplemental  Indenture dated as of April 20, 1999 between Lehman
         Brothers Holdings Inc. and The Chase Manhattan Bank (formerly  Chemical
         Bank), as Trustee  (incorporated by reference to Exhibit 4.01 of Lehman
         Brothers  Holdings  Inc.'s  Current  Report on Form 8-K filed  with the
         Commission on April 20, 1999).




1.08     Junior  Subordinated  Debenture  purchased by Lehman Brothers  Holdings
         Capital Trust II  (incorporated  by reference to Exhibit 4.02 of Lehman
         Brothers  Holdings  Inc.'s  Current  Report on Form 8-K filed  with the
         Commission on April 20, 1999).


                                    Signature

Pursuant to the  requirements  of the Exchange  Act, the  Registrants  have duly
caused  this  Registration  Statement  to be  signed  on  their  behalf  by  the
undersigned, thereto duly authorized.

Lehman Brothers Holdings Inc.

/s/      Jennifer Marre
- -----------------------
         Vice President


Lehman Brothers Holdings Capital Trust II

/s/      Jennifer Marre
- -----------------------
         Regular Trustee


/s/      Oliver Budde
- ---------------------
         Regular Trustee




April 19, 1999