LEHMAN BROTHERS





December 5, 2005



Mr. Amit Pande
Assistant Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549


Re:  Lehman Brothers  Holdings Inc.
     Commission File No. 001-09466
     Form 10-K for the Fiscal Year Ended November 30, 2004
     Forms 10-Q for the Quarters Ended February 28, 2005, May 31, 2005 and
     August 31, 2005


Dear Mr. Pande:

The following responses are provided in connection with your November 18, 2005
letter (the "Comment Letter") regarding the Securities and Exchange Commission
("SEC" or "Commission") staff's review of Lehman Brothers Holdings Inc.'s
(together with its subsidiaries, the "Company," "we," or "our") Annual Report on
Form 10-K for the year ended November 30, 2004 and Forms 10-Q for the quarterly
periods ended February 28, 2005, May 31, 2005 and August 31, 2005 (together the
"Filings"). Included below are the Company's responses to the questions raised
in the Comment Letter. Numbered paragraphs below correspond to the numbered
paragraphs in the Comment Letter. In responding to the Comment Letter we
acknowledge that:

o    The Company is responsible for the adequacy and accuracy of the disclosure
     in the Filings;
o    Staff comments or changes to disclosure in response to staff comments do
     not foreclose the Commission from taking any action with respect to the
     Filings; and
o    The Company may not assert staff comments as a defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.





Mr. Amit Pande                                                          Page 2
Securities and Exchange Commission

Form 10-K for the Fiscal Year Ended November 30, 2004
Consolidated Financial Statements
Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies - Consolidation Accounting
        Policies

1.   We note that you adopted FASB Interpretation No. 46R (FIN 46R) for all
     variable interest entities (VIEs) in which you hold a variable interest in
     2004. Please revise your future filings to include all disclosures required
     by paragraphs 23-26 of FIN 46R related to VIEs in which you are either the
     primary beneficiary or hold a significant variable interest, or tell us why
     these disclosures are not required.

     FIN 46R paragraphs 23-26 require disclosures associated with consolidated
     and unconsolidated variable interest entities (VIEs). In Note 4
     Securitizations and Other Off-Balance-Sheet Arrangements we provide FIN 46R
     disclosures associated with our involvement with consolidated and
     unconsolidated VIEs, under the heading Non-QSPE Activities.

     In future filings, we will provide a cross-reference in Note 1 to these
     additional disclosures in Note 4, and we will also expand our disclosures
     of consolidated VIEs in accordance with FIN 46R paragraphs 23-26 to include
     the amount and the balance sheet classification of the underlying VIE
     assets as well as the amount of non-recourse financing.

Note 6. Business Combinations

2.   We note that the Neuberger final purchase price adjustment of $307 million
     recorded in 2004 was based on a third-party valuation of restricted common
     shares issued in the business combination. We further note that these
     shares were initially valued at a 25% discount to market value based on a
     third-party valuation. Please tell us the discount to market you applied to
     determine the revised value of these shares and how you determined that the
     revised value represented the fair value of issued shares.

     In Note 7 Identifiable Intangible Assets and Goodwill we disclose that
     during 2004 we finalized the purchase price valuation of the Neuberger
     acquisition and, as a result, we reduced the initial purchase price
     valuation by approximately $307 million. The $307 million adjustment to the
     initial purchase price valuation is the dollar value equivalent of the 25%
     discount to market value for the restricted shares issued in the
     acquisition (as discussed in Note 6). The initial purchase price valuation
     did not utilize a discount to the market value for these restricted shares.

     The 25% discount to the market value for the restricted shares reflects
     selling restrictions that extend through 2011, and is based on an
     independent third-party valuation.




Mr. Amit Pande                                                          Page 3
Securities and Exchange Commission


Note 7. Identifiable Intangible Assets and Goodwill

3.   Please describe the nature of your mutual fund customer-related intangibles
     and tell us how you determined that they are indefinite lived, indicating
     the authoritative guidance upon which you rely including your consideration
     of paragraph 11 of SFAS 142.

     SFAS 142 paragraph 11 requires recognition of intangible assets to be based
     on their useful lives to the reporting entity. If no legal, regulatory,
     contractual, competitive, economic, or other factors limit the useful life
     of an intangible asset, the useful life should be considered to be
     indefinite. In addition, the reporting entity should consider whether any
     legal, regulatory, or contractual provisions that enable renewal or
     extension of the assets legal or contractual life can be accomplished
     without substantial cost.

     In analyzing the useful life of the purchased mutual fund customer-related
     intangibles, we considered the nature of the investment management
     agreements and the historical experience of the Neuberger Berman branded
     mutual funds. Neuberger Berman has investment management agreements
     directly with the mutual funds rather than with investors in the mutual
     funds. The decision to extend the investment management agreements with
     Neuberger Berman branded funds is made by the independent Board of
     Directors for the respective mutual funds. Historical experience has shown
     that Neuberger Berman has always been re-appointed as the asset manager for
     every Neuberger Berman branded mutual fund. The Neuberger Berman branded
     funds have been in existence for 23 years on average, with lifespans
     ranging from 2 to 55 years. Given management's expectation of perpetual
     renewal of the investment management agreements with the Neuberger Berman
     branded funds at little to no cost, mutual fund customer-related
     intangibles were deemed to have an indefinite life.

     The Company performs an annual impairment review for all intangible assets,
     including indefinite life intangibles in accordance with SFAS 142.

Note 10. Fair Value of Financial Instruments

4.   Please revise future filings to present the fair value of your financial
     instruments, including off balance-sheet financial instruments, with the
     related carrying amount in a form that makes it clear whether the fair
     value and carrying amount represent assets or liabilities and how the
     carrying amounts relate to what is reported in the statement of financial
     position. Refer to Paragraph 10 of SFAS 107, as amended by paragraph 532 of
     SFAS 133.

     In Note 10 Fair Value of Financial Instruments we disclose that all
     on-balance-sheet financial instruments (assets and liabilities) are
     recorded at fair value or amounts that approximate fair value, other than
     long-term debt liabilities and certain long-term repurchase agreements, for
     which we disclose our carrying value and related fair value as of November
     30, 2004.

     In future filings, we will revise our disclosures to state that our
     off-balance-sheet financial instruments are also carried at fair value,
     including all derivatives, guarantees and lending-related commitments. In
     addition, we will, as requested, also more clearly present the fair value
     and carrying value of each financial asset and liability not carried at
     fair value or at an amount that approximates fair value.




Mr. Amit Pande                                                          Page 4
Securities and Exchange Commission


Note 11. Commitments and Contingencies

5.   We note your disclosures about the settlement amounts related to two
     litigation matters. Please tell us and revise future filings to

o    Quantify for each year  presented the amounts accrued in connection  with
     litigation matters for which you believe it is probable that a liability
     was incurred or an asset impaired; and

o    Quantify the range of possible loss for those matters where you believe
     that there is at least a reasonable possibility that a loss or an
     additional loss that may have been incurred.

     If you do not have probable losses or losses which are reasonably possible,
     please state so in future filings. Please refer to SFAS 5 and FIN 14.

     The Company records loss accruals for litigation matters meeting the SFAS 5
     criteria of a probable loss and for which the loss amount, or minimum
     amount, can be reasonably estimated. The Company discloses the nature of
     all significant litigation matters under Item 3, Legal Proceedings in the
     Form 10-K. We have provided the amount of the Company's liability for
     litigation matters as of November 30, 2004 to you supplementally. The
     Company has not disclosed the dollar amount of liabilities recognized for
     litigation matters because the amount is not considered to be material to
     the Company's financial condition. SFAS 5 states that the amount of an
     accrual recognized in accordance with SFAS 5 may be necessary to be
     disclosed in some circumstances for the financial statements not to be
     misleading. After giving consideration to the litigation matters
     outstanding in the periods presented and our estimate of probable losses
     and the reasonably possible range of losses, we do not believe further
     disclosure of such matters is necessary for the financial statements not to
     be misleading.

6.   Please tell us and revise future filings to disclose how the $280 million
     settlement with your insurance carriers for the litigation occurring prior
     to January 2003 and the $223 million settlement under the Memorandum of
     Understanding for the Enron litigation did not result in a net gain or
     loss.

     The $280 million settlement with our insurance carriers related to several
     matters, including Enron, Worldcom and other matters. There was no net gain
     or loss on this settlement with our insurance carriers, as the $280 million
     represented the aggregate settlement associated with all these matters.

     In future filings, we will include this clarification as the reason why the
     settlement did not result in a net gain or loss.




Mr. Amit Pande                                                          Page 5
Securities and Exchange Commission


Note 16. Incentive Plans - Restricted Stock Units

7.   We note that in 2004 you measured compensation cost for your restricted
     stock units (RSUs) based on the market value of your common stock at the
     date of grant less a discount for sale restriction. We further note that a
     discount was not applied to awards granted prior to 2004. Please tell us
     and revise future filings to disclose the reasons for the accounting
     change.

     We disclosed in Note 1 Summary of Significant Accounting Policies (under
     the subcaption Equity-Based Compensation) that the Company adopted the SFAS
     123 fair-value method of accounting for equity-based employee awards
     beginning in 2004. In accordance with SFAS 123, RSU awards were recorded at
     fair value. Fair value included recognition of a discount from the market
     value of our unrestricted common stock on the date of grant, to reflect
     selling restrictions subsequent to the vesting date of the RSU. The Company
     elected to utilize the prospective transition method permitted by SFAS 148,
     "Accounting for Stock-Based Compensation - Transition and Disclosure."
     Under this method of transition, equity-based employee awards for the years
     ended November 30, 2003 and before continue to be accounted for under APB
     25, utilizing the intrinsic value method of recognizing compensation
     expense. Therefore, discounts associated with selling restrictions after
     the vesting date were not recognized for awards granted prior to 2004.

     In future filings we will clarify in Note 16 that the adoption of SFAS 123
was the reason for this change in measurement.

8.   Please tell us the impact of  applying  this sale  restriction  discount in
     2004 on your RSU compensation cost.

     Beginning in 2004, RSU awards were recorded at fair value which included
     recognition of a discount from the market value of our unrestricted common
     stock on the date of grant to reflect selling restrictions after the
     vesting date of the RSU. We have provided the effect of utilizing a selling
     restriction discount on our 2004 compensation expense to you
     supplementally.




Mr. Amit Pande                                                          Page 6
Securities and Exchange Commission


9.   In the first paragraph on page 117 you state that you included 39.9 million
     amortized RSUs in your basic and diluted earnings per share at November 30,
     2004. We note in the table on page 116 that you had a total of 64.24
     million RSUs outstanding at November 30, 2004. Please clarify why the
     number of RSUs included in your diluted earnings per share calculations on
     page 114 is only 2.2 million when compared to the remaining 24.34 million
     unamortized RSUs.

     Of the 24.3 million remaining unamortized RSUs noted, 10.5 million were
     granted on the last day of fiscal 2004 and, therefore, had only a nominal
     impact on diluted earnings per share. The remaining 13.8 million
     unamortized RSUs resulted in 2.2 million shares being utilized in the
     computation of diluted earnings per share, in accordance with the treasury
     stock method. In applying the treasury stock method, the unamortized
     compensation cost and the hypothetical tax benefit were deemed to be
     proceeds used to repurchase common stock and, therefore, offset the
     potential dilutive effect of the remaining unamortized RSUs.

Please feel free to call me at (212) 526-9295 if you wish to discuss any of our
responses to the Comment Letter, or to answer any other questions you may have.


Sincerely,



/s/ Christopher M. O'Meara
- --------------------------
Christopher M. O'Meara
Chief Financial Officer
Lehman Brothers Holdings Inc.