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 Inc. (the "Registrant")
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

13-3216325
(IRS employer identification no.)

3 World Financial Center
New York, New York 10285
(Address of principal executive offices, including zip code)

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
- ------------------------------               ------------------------------
10 Uncommon Values(R) Index
Basket Adjusting Structured
Equity SecuritiesSM Notes (Series B)
Due 2004                                     American Stock Exchange, Inc.

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. [ ]

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

None






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

The Registrant hereby incorporates by reference the descriptions set forth under
the captions  "Description  of the Notes," "The Index"and  "Description  of Debt
Securities" on pages S-11 to S-25 and 4 to 13 of the Prospectus Supplement dated
July 19, 1999 and  accompanying  Prospectus  dated February 17, 1998, filed with
the Commission on July 21, 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 the  Registrant
are currently registered. In accordance with the instructions regarding exhibits
on Form 8-A, the following exhibits are incorporated herein by reference:

1.1  Standard  Multiple Series  Indenture  Provisions dated July 30, 1987 and as
     amended  November  16, 1987  (incorporated  by reference to Exhibit 4(a) to
     Post-Effective  Amendment No. 1 to  Registration  Statement  No.  33-16141,
     filed with the Commission on November 16, 1987).

1.2  Indenture  dated  as of  September  1,  1987  between  the  Registrant  and
     Citibank,  N.A.,  as Trustee  ("Citibank")  (incorporated  by  reference to
     Exhibit 4(b) to  Post-Effective  Amendment No. 1 to Registration  Statement
     No. 33-16141, filed with the Commission on November 16, 1987).

1.3  Supplemental Indenture dated as of November 25, 1987 between the Registrant
     and Citibank  (incorporated  by  reference to Exhibit 4(m) to  Registration
     Statement No. 33-25797, filed with the Commission on November 25, 1988).

1.4  Second  Supplemental  Indenture  dated as of November  27, 1990 between the
     Registrant  and  Citibank  (incorporated  by  reference  to Exhibit 4(e) to
     Registration Statement No. 33-49062,  filed with the Commission on June 30,
     1992).

1.5  Third  Supplemental  Indenture  dated as of September  13, 1991 between the
     Registrant  and  Citibank  (incorporated  by  reference  to Exhibit 4(f) to
     Registration Statement No. 33-46146, filed with the Commission on March 10,
     1992).

1.6  Fourth  Supplemental  Indenture  dated as of  October 4, 1993  between  the
     Registrant and Citibank  (incorporated by reference to Exhibit 4(f) to Form
     8-A, filed with the Commission on October 7, 1993).




1.7  Fifth  Supplemental  Indenture  dated as of  August  1,  1995  between  the
     Registrant  and  Citibank  (incorporated  by  reference  to Exhibit 4(h) to
     Registration  Statement No.  33-62085,  filed with the Commission on August
     24, 1995).

1.8  Sixth  Supplemental  Indenture  dated  as of  June  26,  1997  between  the
     Registrant  and  Citibank  (incorporated  by  reference  to Exhibit 4(h) to
     Registration Statement No. 333-38227,  filed with the Commission on October
     17, 1997).


Signature

Pursuant to the  requirements  of Section 12 of the Exchange Act, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereto duly authorized.

Lehman Brothers Holdings Inc.

/s/      Jennifer Marre
         Vice President

July 21, 1999