Exhibit 24.01

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas A. Russo, Jeffrey A. Welikson and Barrett S.
Di Paolo and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-3 of Lehman Brothers Holdings Inc. filed
concurrently herewith, and any and all amendments (including post-effective
amendments) and supplements to such Registration Statement and any
Registration Statement previously filed by the Registrant or a predecessor in
interest, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

Dated: May 30, 2001

            Signature                                          Title
            ---------                                          -----

/s/ Richard S. Fuld, Jr.                   Chief Executive Officer and
----------------------------------         Chairman of the Board of Directors
Richard S. Fuld, Jr.                       (principal executive officer)


/s/ David Goldfarb                         Chief Financial Officer
----------------------------------         (principal financial and accounting
David Goldfarb                             officer)


/s/ Michael L. Ainslie                     Director
----------------------------------
Michael L. Ainslie


/s/ John F. Akers                          Director
----------------------------------
John F. Akers


/s/ Roger S. Berlind                       Director
----------------------------------
Roger S. Berlind


/s/ Thomas H. Cruikshank                   Director
----------------------------------
Thomas H. Cruikshank


/s/ Henry Kaufman                          Director
----------------------------------
Henry Kaufman


/s/ John D. Macomber                       Director
----------------------------------
John D. Macomber


/s/ Dina Merrill                           Director
----------------------------------
Dina Merrill