REGISTRATION NO. 33-65674
                                        NASD File No. 930707011
                                             Rule 424(b)(2)

PRICING SUPPLEMENT NO. 28
DATED JANUARY 14, 1994
(To Prospectus dated October 4, 1993 as supplemented by
a Prospectus Supplement dated October 4, 1993)


             LEHMAN BROTHERS HOLDINGS INC.


              Medium Term Notes, Series E


        Due 9 Months or More from Date of Issue
                    (Indexed Notes)
              ___________________________

Principal Amount:         $100,000,000.  See
                          "Description of Indexed
                          Notes-Maturity Amount" below.

Stated Maturity:          February 10, 1996

Issue Date:               February 10, 1994

Issue Price:              100%

Interest Payment Dates:   The 10th calendar day of each
                          month (or, if any such day is
                          not a Business Day, the next
                          following Business Day),
                          commencing on March 10, 1994
                          and ending on the Stated
                          Maturity

Initial Interest Rate:    To be determined on the
                          initial Interest
                          Determination Date.  See
                          "Description of Indexed Notes
                          - Interest".

Interest Rate Basis:      The interest payable on any
                          Interest Payment Date will be
                          calculated as the product of
                          the principal amount of the
                          Indexed Notes and the greater
                          of:

                          (i)  the Index Total Return
                          for the related Interest
                          Payment Period; or

                          (ii)  zero.

                          See "Description of Indexed
                          Notes-Interest" below.

Spread:                   None

Spread Multiplier:        None

Interest Determination
Dates:                    Last calendar day of each
                          month, commencing February
                          28, 1994

Calculation Agent:        Lehman Brothers Special
                          Financing Inc.

Interest Payment Period:  Monthly

Interest Reset Period:    Monthly

Index:                    Lehman Brothers High Yield
                          Index, as published on
                          Bloomberg page LEHM

Initial Index Value:      Index Value as of January 31,
                          1994

Maturity Amount:          See "Description of Indexed
                          Notes - Maturity Amount."

Form of Note:             Book-Entry Note

The aggregate principal amount of this offering is
$100,000,000 and relates only to Pricing Supplement No.
28.  Medium-Term Notes, Series E may be issued by the
Company in an aggregate principal amount of up to
$2,500,000,000 and, to date, including this offering,
an aggregate of $1,076,550,000 Medium-Term Notes,
Series E have been issued and are outstanding.


             DESCRIPTION OF INDEXED NOTES

I.   General

The following  description of  the particular  terms of
the Indexed  Notes (as  defined below) supplements, and
to the  extent  inconsistent  therewith  replaces,  the
description of  the general terms and provisions of the
Notes  set   forth  in   the  accompanying   Prospectus
Supplement and  the description  of Debt Securities set
forth  in   the  accompanying   Prospectus,  to   which
descriptions reference  is hereby made.  All terms used
herein but  not otherwise  defined herein and which are
defined in  the accompanying  Prospectus or  Prospectus
Supplement shall  have the meanings therein assigned to
them.



II.  Interest

Interest on the Indexed Notes in respect of an Interest
Payment Period  (as  defined  below)  will  be  payable
monthly on  the tenth calendar day of each month, or in
the event that any such day is not a Business Day, then
on the immediately following day that is a Business Day
(each such  day, an "Interest Payment Date"), beginning
on March  10, 1994  and ending  on the Stated Maturity.
With respect  to any Interest Payment Date, interest on
the Indexed  Notes will  accrue from the first calendar
day of  the preceding calendar month, or in the case of
the first  Interest Payment  Date, February  10,  1994,
through the  last calendar  day of such month (each, an
"Interest Payment Period").



The amount  of interest to be paid on the Indexed Notes
on each  Interest Payment  Date will  be equal  to  the
amount determined  by multiplying  the principal amount
of the  Indexed Notes  by the  greater of (i) the Index
Total Return for the related Interest Payment Period or
(ii) zero.   The  "Index Total  Return" for an Interest
Payment Period  shall be  determined  by  dividing  the
Index Value  for the final day of such Interest Payment
Period by  the Index  Value for  the final  day of  the
immediately  preceding   Interest  Payment   Period  in
respect of  which an interest payment greater than zero
was  made  (or  the  Initial  Index  Value,  where  the
determination is being made with respect to the initial
Interest Payment  Period or  any other Interest Payment
Period when  no interest  payment greater than zero has
yet  been  made)  and  subtracting  one  (1)  from  the
resultant number  (regardless of  whether the result of
such steps  is a  positive or  negative number).    The
"Index Value"  shall equal 100 plus the total return of
the Index  from  inception  through  the  time  of  the
relevant determination  of the level of the Index.  The
Interest  Determination   Date  with  respect  to  each
Interest Payment  Period for the Indexed Notes shall be
the  final   day  of   such  Interest  Payment  Period,
beginning on  February 28,  1994 and  ending on January
31, 1996.   Determinations  of the Index Value shall be
made by  Lehman Brothers  Special Financing Inc. on the
basis of  the level of the Index at 3:00 p.m., New York
City time, on the relevant determination date.  "Index"
means  the   Lehman  Brothers   High  Yield  Index,  as
published on or about the third Business Day succeeding
the final  day of  the relevant Interest Payment Period
and set forth on the "LEHM" page (or such other service
as may  be nominated for the purpose of displaying such
Index), under  the captions  Lehman Bond  Indices, High
Yield Index,  Monthly Returns  and  High  Yield  Index,
published by Bloomberg Financial Services, Inc.



III. Maturity Amount

The amount  payable  at  Maturity  in  respect  of  the
principal amount  of the  Indexed Notes  (the "Maturity
Amount") will  be equal  to  the  product  of  (a)  the
principal amount  of the  Indexed  Notes  and  (b)  the
lesser of  (i) the Final Index Total Return minus .0225
and (ii)  .9775 but will in no event be less than zero.
The "Final  Index Total  Return" shall be determined by
dividing the  Index Value  for the  final  day  of  the
Interest  Payment   Period  immediately  preceding  the
Stated Maturity by the Index Value for the final day of
the most  recent previous  Interest Payment  Period  in
respect of  which an interest payment greater than zero
on the  Indexed Notes  was made  (or the  Initial Index
Value, if  no interest  payment greater  than zero  has
previously been  made).   "Index Value"  and "Index" in
respect of  the Maturity Amount shall have the meanings
assigned  to   such  terms  under  the  description  of
"Interest" set forth above and the determination of the
Index Value  for each Index shall be made in the manner
set forth  in such  description.    The  Indexed  Notes
mature on  February 10,  1996, and  the Maturity Amount
will be  paid on  such day  (or if  such day  is not  a
Business Day, on the following Business Day).




         THE LEHMAN BROTHERS HIGH YIELD INDEX

General

The Index  is a  proprietary index  published by Lehman
Brothers Inc.  ("Lehman"), a subsidiary of the Company.
The  Index   is  comprised   of  bonds  which  (i)  are
registered with the Securities and Exchange Commission,
(ii) offer  a fixed  rate of  interest, (iii)  have  no
rights of  conversion, (iv)  are  rated  Ba1  or  lower
(including  bonds  that  are  in  default)  by  Moody's
Investors Service,  Inc., (v)  have  a  minimum  amount
outstanding of  $100 million, (vi) mature more than one
year from  the issue  date, (vii) are sold primarily in
the U.S.,  (viii) are  denominated in U.S. dollars, and
(ix) are not pay-in-kind ("PIK") bonds.  Any bond which
due to redemption, call, tender, maturity, or any other
reason   ceases    to   meet   such   requirements   is
automatically removed.

The  requirements  of  the  Index  are  established  by
Lehman's  Bond   Strategies  Group.      The   original
requirements formulated  at the  inception of the Index
in January  1986 were  revised for  the first  time  in
January 1993  in order to increase the effectiveness of
the Index  as an  indicator of  the health  of the high
yield corporate  bond market.   Among  the  significant
changes resulting from this revision was an increase in
the minimum outstanding amount from $50 million to $100
million and  the exclusion of PIK bonds from the Index.
There can  be no  assurance that Lehman will not adjust
or change  the rules  of the Index at some point in the
future.

The Index  is calculated  each month by aggregating the
monthly total returns for each of the constituent bonds
of the  Index, weighted  according to  market value, to
arrive at the total return of the Index for such month.
The monthly  total return  for each constituent bond is
calculated as:   (a)  the sum  of (i)  the price of the
bond at the end of the month, (ii) the interest accrued
at the  end of  the month and (iii) any coupon payments
received during the month, minus (b) the sum of (i) the
price of  the bond  at the  beginning of  the month and
(ii) accrued  interest at  the beginning  of the month,
divided by  (c) the sum of (i) the price of the bond at
the beginning  of  the  month  and  (ii)  the  interest
accrued at the beginning of the month.

As of December 1993, the Index included 659 issues with
a total  market value  of $132  billion.   The  average
maturity of  the bonds  was 9.43 years.  Of the issuers
represented in  the Index  as of  such  date,  a  large
majority were  industrial companies, but the Index also
included utilities,  finance companies  and issuers  in
other industries.  The maturities of the component bond
issues as  of such date were as follows:  approximately
81%  had   maturities  of  less  than  ten  years;  and
approximately 19%  had maturities of ten or more years.
BB rated bonds made up 39% of the Index, B rated bonds,
51%; and CCC or less rated bonds, 10%. 

If LB  should revise  or supplement the Index such that
the Index  Values for  the Index, calculated after such
revision or supplement, are incompatible with the Index
Values calculated prior to such revision or supplement,
the Index  Values of  the Index  after such revision or
supplement  shall,  for  purposes  of  calculating  the
interest  payments   due  on  the  Indexed  Notes,  the
Maturity Amount,  or both,  as  the  case  may  be,  be
calculated by  such method  as  the  Calculation  Agent
after consultation with the Company shall deem fair and
equitable under the circumstances.

If LB  should cease  to publish  the Index,  the  Index
Values  for   purposes  of   calculating  the  interest
payments due on the Indexed Notes, the Maturity Amount,
or both,  as the  case may  be,  will  be  based  on  a
comparable successor  to the  Index, to  be selected by
the  Calculation  Agent  after  consultation  with  the
Company; or  if no  such comparable  successor  to  the
Index shall  exist, Index Values for such purposes will
be calculated  by such  method as the Calculation Agent
after consultation with the Company shall deem fair and
equitable under the circumstances.



 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Set forth  below is  a summary of certain United States
federal income  tax  consequences  resulting  from  the
ownership of  Indexed Notes.   Such consequences are in
addition  to   those  summarized  in  the  accompanying
Prospectus Supplement under the heading "Certain United
States Federal Income Tax Consequences."



Taxation of U.S. Investors

While the  matter is  not free  from doubt, the Indexed
Notes should constitute debt obligations of the Company
for U.S. federal income tax purposes, and no portion of
the  issue   price  of  the  Indexed  Notes  should  be
separately allocated  to the  contingent feature of the
Indexed Notes.   The Internal Revenue Service, however,
may argue  that the  Indexed Notes should be treated as
creating, in  whole or  in part, something other than a
debt obligation.   For  example, all  or a portion of a
Holder's  rights  under  the  Indexed  Notes  could  be
characterized as  cash-settled options  with respect to
the Index.

If the Indexed Notes are treated as indebtedness of the
Company  for   federal   income   tax   purposes,   the
appropriate tax  accounting is not entirely clear.  The
Indexed Notes  may be  treated as  consisting of a debt
obligation issued at a premium paying a fixed principal
amount, and an option settled in cash with the proceeds
from the  principal payment  at maturity.  The interest
payments, including  any interest  payment made  on the
Stated Maturity,  may be  treated as  ordinary interest
income as  such amounts  are determined.   See "Certain
Federal Income  Tax Consequences  - Market Discount and
Premium" in  the  accompanying  Prospectus  Supplement.
The method  for amortizing  premium with  respect to  a
debt instrument  providing for  contingent payments  is
not clear.   A  Holder is  advised to  consult its  tax
advisor regarding  the amortization  of premium.  Under
this approach,  a Holder  would likely  be entitled  to
recognize a  loss, which  may be a capital loss, to the
extent the  Maturity Amount  is less  than  a  Holder's
basis in the Indexed Notes.

The  Internal  Revenue  Service,  however,  has  issued
proposed regulations  under the original issue discount
provisions  of  the  Internal  Revenue  Code  for  debt
instruments providing  for  contingent  payments  which
would provide  significantly different treatment of the
Indexed Notes.   Although  the proposed regulations are
not at  present effective,  they  are  proposed  to  be
retroactively effective  once adopted  in  final  form.
These regulations  have been  criticized  and  the  IRS
recently  released  draft  proposed  regulations  which
would have revoked the outstanding proposed regulations
and provided  substantially revised  rules.   Prior  to
issuance, however,  these  draft  proposed  regulations
were withdrawn.   The  IRS has  indicated that  it  may
replace the  proposed  regulations  with  a  rule  that
requires some  minimum amount  of interest income to be
accrued on all contingent payment debt instruments.  It
is impossible  to predict  whether, or  in what manner,
the proposed  regulations may  be modified  and whether
any modifications  would apply  to the Indexed Notes or
whether any  such  proposed  regulations  would  become
final regulations.



Taxation of Certain Foreign Investors

Amounts paid to a nonresident alien individual, foreign
corporation, foreign  partnership or  foreign estate or
trust will be exempt from U.S. withholding tax.



Backup Withholding

See the  discussion of  "Certain United  States Federal
Income  Tax   Consequences--  Backup   Withholding  and
Information Reporting"  in the  accompanying Prospectus
Supplement.


                 OTHER CONSIDERATIONS


Risks Associated with Payments of Interest on
the Indexed Notes and the Maturity Amount

Pursuant to  the formula  employed in  determining  the
amount of  interest payable  in respect of any Interest
Payment Period,  an investor  in the  Indexed Notes may
receive no  payment in  respect of  interest for one or
more Interest Payment Periods.



Pursuant to  the formula  employed in  determining  the
Maturity Amount,  an investor in the Indexed Notes will
receive a  payment in  respect of  the Maturity  Amount
that is  less than par by at least 2.25%.  Such formula
does not  ensure any  minimum payment in respect of the
Maturity Amount.