Rule 424(b)(2)
                                        Registration No. 33-49062
                                          NASD File No: 920701003

   
SECOND AMENDED PRICING SUPPLEMENT NO. 126B

Dated April 7, 1994, to Prospectus
Supplement dated July 19, 1993 and
Prospectus dated May 27, 1993.
    
   
                  LEHMAN BROTHERS HOLDINGS INC.
    

                   Medium-Term Notes, Series D
                         (Floating Rate)

       Due from Nine Months to 30 Years from Date of Issue

Price to Public: 100%
Agent's Commission: 0%*
Interest Rate Basis:                 Initial Interest Rate: see
attached

                                     
(   ) Treasury Rate                  Original Issue Date: 7/30/93
(   ) LIBOR - 3 month                Maturity Date: 8/7/95
(   ) Commercial Paper Rate          Maximum Interest Rate:_____%
(   ) Federal Funds Effective Rate   Minimum Interest Rate:_____%
(   ) Prime Rate                     Spread Multiplier: _____%
( X ) Other (see below)              Spread (+ -) ___________

Index Maturity: not applicable
Interest Payment Period:             see attached           
                         monthly, quarterly or semi-annually
Interest Reset Dates: see attached
Interest Determination Dates: see attached
Interest Payment Dates: see attached

The aggregate  principal amount  of this  offering is $25,000,000
and relates only to pricing Supplement No. 126B.

THE NOTE  OFFERED HEREBY  MAY NOT  BE  OFFERED  OR  SOLD  TO,  OR
PURCHASED BY  OR FOR  THE ACCOUNT  OF, ANY  PERSON OTHER  THAN  A
SOPHISTICATED INSTITUTIONAL  INVESTOR THAT  REGULARLY ENGAGES  IN
THE PURCHASE OF SECURITIES THE PRINCIPAL AND/OR INTEREST OF WHICH
IS BASED UPON AN INDEX OF SECURITIES.

*         The Agent  will not  receive any commission from Lehman
Brothers Inc.  or otherwise for facilitating the placement of the
Note.   The Agent  is receiving  a fee  from an affiliated entity
which is  entering into  a related transaction in connection with
the issuance of the Note.

I.   General

          Capitalized terms  used herein  are defined below or in
the Prospectus  Supplement dated  July 19, 1993 or the Prospectus
dated May  27, 1993,  of which  this Pricing  Supplement forms  a
part.

     Interest

          Interest on  an Index  Note in  respect of  an Interest
Payment Period  (as defined  below) will be payable in arrears on
the fifth  Business Day  of the  month following  the last day of
such Interest Payment Period (each such day, an "Interest Payment
Date"), beginning  September 8,  1993.  Interest on an Index Note
will accrue  from and  including the  first calendar  day of each
month to  but excluding the first calendar day of the immediately
following month (each such period, an "Interest Payment Period");
provided, however,  that the  first Interest Payment Period shall
commence on  (and include)  July 30,  1993 and  shall end on (and
include) August 31, 1993.

          The amount  of interest  to be paid on an Index Note on
any Interest  Payment Date  (except the  Maturity Date)  will  be
equal to  the greater of (i) the sum of (a) the amount determined
by multiplying the principal amount of an Index Note by the Total
Return for  the relevant  Interest Payment  Period  plus  (b) any
relevant Coupon Value and (ii) zero; provided, however, that, for
purposes of  calculating the  amount of interest to be paid on an
Index Note  on the  initial Interest Payment Date, the product of
an adjusted  London-Interbank Offered  Rate for  deposits in U.S.
dollars for  six calendar  days determined  through  the  use  of
straight line  interpolation by  reference to available rates for
the next  shorter and  next longer  periods of time multiplied by
6/360 shall be added to the amount calculated in (i) above.

     Maturity Amount

          The amount  payable at Maturity in respect of the final
Interest Payment  Period and  the principal  amount of  the Index
Notes (the  "Maturity Amount")  will be  the amount determined by
multiplying (i) the  principal  amount  of  the  Index  Notes  by
(ii) the amount determined by deducting .31% from the Final Total
Return.   The "Final  Total Return"  will be the sum of the Final
Index Returns for each of the components in the Bond Selection in
effect for  the final  Interest Payment Period.  The "Final Index
Return" for  each such  Bond will  be  determined  based  on  the
following formula:
   

          SW x [(BP2/ABP1) x (FX1/FX2)]
    

Where
SW   =    the Selection Weight

BP2  =    The Bond Price as of the last Business Day of the final
          Interest Payment Period

ABP1 =    the Adjusted  Bond Price as of the last Business Day of
          the prior Interest Payment Period
   
FX1  =    the Bond Currency/U.S. dollar exchange rate (in units
          of currency per one U.S. dollar) for value the Maturity
          Date as of 4:00 p.m. London time on the last Business
          Day of the Interest Payment Period preceding the final
          Interest Payment Period

FX2  =    the Bond Currency/U.S. dollar exchange rate (in units
          of currency per one U.S. dollar) for value the Maturity
          Date as of 4:00 p.m. London time on the last day of the
          final Interest Payment Period
    
The "Final  Index Return"  in respect of the LIBOR Index shall be
the "Index  Return" for  a LIBOR  Index Selection  as  set  forth
below.

The Maturity  Amount will  be payable  on August  7, 1995, or, if
such date  is not a Business Day, on the next succeeding Business
Day.

          CERTAIN DEFINITIONS

          "Adjusted Bond  Price" as  of any day and in respect of
any Bond  will be  as follows:   In respect of the first Interest
Payment Period,  the Adjusted  Bond Price  of any Bond will equal
the Bond  Price of that Bond as of the first Business Day of that
Interest Payment  Period.   Thereafter, the  Adjusted Bond  Price
will be determined as follows:

               (a)  If the  Aggregate  Bond  Selection  for  that
     Interest Payment  Period is  the same  as the Aggregate Bond
     Selection for  the immediately  preceding  Interest  Payment
     Period, the Adjusted Bond Price of any Bond will be the Bond
     Price of that Bond as calculated on the last Business Day of
     the immediately  preceding Interest Payment Period for which
     an interest  payment was made on the Index Notes, and, if an
     interest payment has not been made, the Bond Price as of the
     first Business Day of the initial Interest Payment Period;

               (b)  If the  Aggregate  Bond  Selection  for  that
     Interest Payment  Period is  different  (by  virtue  of  the
     addition of,  deletion  from  or  other  change  in  a  Bond
     Selection or  by a change in the Selection Weights of a Bond
     Selection)  from   the  Aggregate  Bond  Selection  for  the
     immediately  preceding   Interest  Payment   Period  and  an
     interest payment  was made  on the Index Notes in respect of


     that immediately  preceding  Interest  Payment  Period,  the
     Adjusted Bond  Price of  any Bond  will be the Bond Price of
     that Bond  determined as  of the  last Business  Day of  the
     immediately preceding Interest Payment Period; or

               (c)  If the  Aggregate  Bond  Selection  for  that
     Interest Payment  Period is  different (either  by virtue of
     the addition  of, deletion  from or  other change  in a Bond
     Selection or  by a change in the Selection Weights of a Bond
     Selection)  from   the  Aggregate  Bond  Selection  for  the
     immediately  preceding   Interest  Payment   Period  and  an
     interest payment  was not made on the Index Notes in respect
     of that  immediately preceding  Interest Payment Period, the
     Adjusted Bond  Price  of  any  Bond  in  the  new  aggregate
     Selection will be calculated based on the following formula:

   

        Total Return for the       Bond Price of that
[1/(1 + immediately preceding )] x Bond determined as of
        Interest Payment Period    the last Business Day
                                   of the immediately
                                   preceding Interest
                                   Payment Period
    

          "Aggregate Bond  Selection" is  the composition  of the
total allocation  of the  principal amount  of the  Index  Notes,
inclusive of each Bond Selection and its Selection Weight.

          "Bond" or  "Bonds" means  up to  four of  the following
(which in  each case shall be limited to the most recently issued
Bonds (known  as "on  the run")  in  the  category  selected)  as
determined in accordance with a Bond Selection:

               Treasury bonds  with an  initial maturity  of  ten
               years issued  by  the  Commonwealth  of  Australia
               ("Australian Bonds").

               Bonds with an initial maturity of ten years issued
               by  the  Canadian  Federal  Government  ("Canadian
               Bonds").

               Obligations Assimilable  du Tresor  or other bonds
               with an  initial maturity  of ten  years issued by
               the Treasury of France ("French Bonds").

               Bundesanleihen or  other  bonds  with  an  initial
               maturity  of  ten  years  issued  by  the  Federal
               Republic of Germany ("German Bonds").

               Bonds with an initial maturity of ten years issued
               by the Government of Japan ("Japanese Bonds").

               Gilts or  other bonds  with an initial maturity of
               fifteen years issued by the Treasury Department of
               the United Kingdom ("U.K. Bonds").

               Bonds with  an initial  maturity of  thirty  years
               issued by  the United  States Treasury  Department
               ("U.S. Bonds").

          "Bond Currency" means, in respect of a Bond, the lawful
currency of the country that issued the Bond.

          "Bond Price" as of any date and in respect of any Bond,
means the sum of the price of that Bond plus accrued interest to,
but excluding, the fifth Business Day following that date.

          "Bond Selection"  means, in  respect  of  any  Interest
Payment Period,  each of  (i) the Bonds  (up  to  four)  and,  if
applicable (ii) the LIBOR Index, as designated by the Noteholder,
and in such proportion, as designated by the Noteholder in a Bond
Notice.

          "Business Day" means any day which is not a Saturday, a
Sunday or a public holiday or a day on which banks in the city of
New York and London are authorized or directed to be closed.

          "Coupon Value",  in respect  of  a  Bond  in  the  Bond
Selection that  has paid  interest  during  an  Interest  Payment
Period means,  the  amount  calculated  in  accordance  with  the
following formula:


   
[(CR x SW x NRA)  x ((Currency x Day Count) + 1)] / FXR
                       LIBOR      Ratio
    


Where

CR  =     the coupon rate of interest paid on that Bond (which in
          the case of a Bond which pays interest on a semi-annual
          basis will be divided by two

SW  =     the Selection  Weight of  that Bond  in respect of such
          Bond Selection

NRA =     the principal  amount of the Index Note multiplied by a
          hypothetical Final  Total Return  determined as  if the
          last Business  Day of the prior Interest Payment Period
          had been  the Maturity  Date.    (In  determining  such
          amount,  the  deduction  of  .31%  in  determining  the
          Maturity Amount will not be taken into account).

Currency
LIBOR =   the London  Interbank Offered  Rate for deposits in the
          Bond Currency  for a  period equal to the actual number
          of days from (and including) the date of payment of the
          amount in question to (and excluding) the next Interest
          Payment Date,  determined on the second Business Day in
          London prior to such Bond's payment date, which appears
          on Telerate Page 3750 as of 11:00 a.m., London time, on
          such date.

   
Day Count
Ratio =   the actual number of days from (and including)
          the date of payment of the amount in question
          to (and excluding) the next Interest Payment
          Date divided by 360.

FXR =     the Bond Currency/U.S. dollar exchange rate (in
          units of currency per one U.S. dollar) as of
          4:00 p.m., London time as of the last Business
          Day in the Interest Period for value the fifth
          Business Day following such determination.
    

          "Index Return"  for an  Interest Payment Period (except
for the  final Interest  Payment Period)  will be  determined for
each Bond  Selection (other  than for  the LIBOR Index Selection)
based on the following formula:


             SW x [(BP2/ABP1 x FX1/FX2) - 1]


Where

SW   =    the Selection Weight of that Bond

BP2  =    the Bond Price of that Bond as of the last Business Day
          of the Interest Payment Period for which such
          determination is being made

ABP1 =    the Adjusted Bond Price as of the last Business Day of
          the prior Interest Payment Period

FX1  =    the Bond Currency/U.S. dollar exchange rate (in units
          of currency per one U.S. dollar) for value five
          Business Days following the day of such determination
          as of 4:00 p.m. London time on the last Business Day of
          the prior Interest Payment Period

FX2  =    the Bond Currency/U.S. dollar exchange rate (in units
          of currency per one U.S. dollar) for value five
          Business Days following the day of such determination
          as of 4:00 p.m. London time on the last day of the
          Interest Payment Period for which the determination is
          being made

          "Index Return"  for an  Interest Payment Period (except
the final  Interest Payment  Period) for  a LIBOR Index Selection
will be determined as the product of (i) its Selection Weight and
(ii) LIBOR  for   the  Interest  Payment  Period,  times  (iii) a
fraction, the  numerator of which is the actual number of days in
the Interest Payment Period, and the denominator of which is 360.

          "LIBOR"  in   respect  of   the  LIBOR  Index  for  the
forthcoming Interest Payment Period means, the rate determined on
the basis of the offered rates for deposits in U.S. Dollars for a
period of  one month  which appear  on Telerate  Page 3750  as of
11:00 a.m.,  London time, on the last Business Day in the current
Interest Payment  Period, and  will be  determined for  value the
fifth Business Day following its determination.

          "LIBOR Index" means a return based on LIBOR.

          "Selection Weight"  means, in  respect of  a Bond  or a
LIBOR Index  a proportion  of the  principal amount  of the Index
Notes expressed  as a percentage in whole numbers (and between 0%
and 100%),  and in respect of such a Bond or LIBOR Index selected
by the  Noteholder by  means of  the notification  procedure  set
forth below under "Notification of Bond Selection; Calculations".

          "Total Return"  in  respect  of  any  Interest  Payment
Period (except  for the final Interest Payment Period) will equal
the sum  of the  Index Returns  for each Bond and, if applicable,
for the  LIBOR Index  reflected in  the Bond  Selection for  such
Interest Payment Period.

NOTIFICATION OF BOND SELECTION; CALCULATIONS

          A Bond  Selection will  be designated  in a notice (the
"Bond  Notice")   (which  may   be  given  orally  (including  by
telephone) or  in writing (including by telecopier)) given by the
Noteholder  to   Lehman  Brothers  Special  Financing  Inc.  (the
"Calculation Agent")  at 200  Vesey Street, 12th Floor, New York,
New York   10285, attention of: Structured Bond Group (Telecopier
(212) 528-6139; telephone (212) 640-9605) not later than 12 noon,
New York  time, on  the day that is three Business Days preceding
the commencement of the relevant Interest Payment Period.  In the
Bond Notice  the Noteholder  must specify  (i) the Bond  or Bonds
that will  be included  in the  Aggregate Bond  Selection for the
related Interest  Payment Period,  (ii) the LIBOR  Index  if  the
Noteholder wishes  to include  the LIBOR  Index in  the Aggregate
Bond Selection  and  (iii) the  Selection  Weight  of  each  Bond
Selection.   All oral  Bond Notices  must  be  confirmed  to  the
Calculation Agent in writing not later than the close of business
on the  date such oral Bond Notice is first given.  If the holder
of the  Index Notes  fails to  provide a  timely Bond Notice, the
Bond Selection  with respect  to an Interest Payment Period shall
be the  Bond Selection  most recently  selected by the Noteholder
for the prior Interest Payment Period.

          The Calculation  Agent will  determine the  Bond Prices
based  on   the  prices  obtained  by  it  from  Lehman  Brothers
International (Europe); the Calculation Agent will also determine
the exchange  rates necessary  to certain  calculations, and will
make each calculation and determination contemplated by the Index
Notes; such  calculations and  determinations will  be binding in
the absence of manifest error.

          The  Noteholder   is  not   permitted  to   select  any
Australian Bond,  Japanese Bond  or U.K.  Bond with respect to an
Interest Payment  Period if, during such Interest Payment Period,
the issuer thereof is scheduled to make any payment in respect of
interest on  the principal  of such  bond or other amount on such
Bond.

          If the  Selection Weight results in a fractional number
of  Bonds,   the  number  of  Bonds  used  for  purposes  of  any
calculation contained  herein shall  be reduced  to  the  nearest
whole number of Bonds, and the difference shall be deemed to be a
Bond Selection using the LIBOR Index.

          The minimum  denomination of  the Index  Notes will  be
$25,000,000.

II.  OTHER CONSIDERATIONS

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

          Pursuant to  the formula  employed in  determining  the
amount of  interest payable  in respect  of an  Interest  Payment
Period, an  investor in the Index 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  Index Notes  may receive a
payment in  respect of the Maturity Amount that is less than par.
Such formula  does not  ensure any  minimum payment in respect of
the Maturity Amount.

INFORMATION REGARDING THE BONDS

          Investors are advised to conduct their own research and
review of  publicly available information regarding the Bonds and
the performance of the Bonds.

INFORMATION REGARDING THE AGENT

          The Agent  will not  receive any commission from Lehman
Brothers Holdings  Inc. for  facilitating the  placement  of  the
Index Note.   The  Agent is  receiving a  fee from  an affiliated
entity which is entering into a related transaction in connection
with the issuance of the Index Note.


                   SUPPLEMENTAL UNITED STATES
                 FEDERAL INCOME TAX DISCLOSURE

          The following  summary describes  certain United States
federal income  tax consequences  of the ownership of Index Notes
as of  the date  hereof and  is a supplement to the discussion of
United States  Taxation found  in the  Prospectus and  Prospectus
Supplement to  which this Pricing Supplement is attached.  Except
where noted,  its deals  only with  Index Notes  held as  capital
assets and  does not  deal with special situations, such as those
of dealers  in securities, financial institutions, life insurance
companies or  purchasers holding  Index Notes  as  a  part  of  a
hedging transaction  or  a  position  in  a  "straddle"  for  tax
purposes.   Furthermore, the  discussion below  is based upon the
provisions of  the Internal Revenue Code of 1986, as amended (the
"Code")  and   regulations,  rulings   and   judicial   decisions
thereunder as  of the  date hereof,  and such  authorities may be
repealed, revoked  or modified  so as to result in federal income
tax consequences  different from  those discussed below.  Persons
considering the purchase, ownership or disposition of Index Notes
should consult  their own  tax advisors  concerning  the  federal
income tax  consequences in  light of their particular situations
as well  as any  consequences arising under the laws of any other
taxing jurisdiction.

          As used  herein, a  "United States  Holder" of an Index
Note means  a holder  that is a citizen or resident of the United
States, a  corporation, partnership  or other  entity created  or
organized in  or under  the laws  of the  United  States  or  any
political subdivision  thereof, or  an estate or trust the income
of which  is subject  to United  States federal  income  taxation
regardless of  its source.   A  "Non-United States  Holder" is  a
holder that is not a United States Holder.

GENERAL

          There are  no regulations,  cases or  rulings  directly
addressing the treatment of securities similar to the Index Notes
other than  the Proposed  Regulations discussed  below.  Although
not entirely  free from  doubt, the Company believes on the basis
of current  law and the treatment given the Index Notes under the
Proposed Regulations,  that the  Index Notes should be treated as
debt of the Company for federal income tax purposes.  The Company
intends to  treat the  Index Notes as debt for federal income tax
purposes.   Section 1936(a) of  the Energy Policy Act of 1992, as
codified in  Internal Revenue  Code Section 385(c), effective for
instruments issued  after October  24, 1992,  provides  that  the
characterization as  of the  time of issuance of an instrument as
either debt  or equity  by the  issuer of the instrument shall be
binding on  all holders  of the instrument but is not necessarily
binding on  the Secretary of the Treasury.  Except as provided in
regulations to  be issued, a holder of the Index Note will not be
bound by  the characterization  of the Index Notes as debt by the
Company, if  the holder  discloses on  its tax  return that it is
treating the  Index Notes  in  a  manner  inconsistent  with  the
characterization of the Index Notes as debt.

          Proposed  original   issue  discount  regulations  were
originally issued by the Treasury Department on April 8, 1986 and
were amended  on February  28, 1991 (the "Proposed Regulations").
These regulations,  if  adopted  in  their  current  form,  would
require that  payments under  the Index  Note, all  of which  are
contingent, be  treated,  in  certain  instances,  as  a  partial
payment of  interest and  a partial  repayment of  principal.  On
January 19,  1993, the  IRS  released  proposed  regulations  for
publication in  the Federal  Register (the "Release") which would
have withdrawn the Proposed Regulations to the extent relating to
contingent payment  debt instruments, but prior to publication in
the Federal  Register, the  proposed regulations contained in the
Release were  withheld from  publication pending  review  by  the
Clinton Administration.  The regulations contained in the Release
would require  interest accruals to reflect either a market yield
for the  debt instrument  as of  the issue  date or  a reasonable
estimate of  the performance  of contingencies  in the  tax year.
The amount  of interest  deemed  to  accrue  in  a  taxable  year
pursuant to  such methods, however, must be recognized regardless
of whether the contingent payment becomes fixed in such year.

          It is  uncertain whether  or when, or in what form, the
Release will  be published  in  the  Federal  Register  and  what
effect, if  any, it  will have  on the Index Notes.  Furthermore,
there can  be no  assurance that  the final  Treasury Regulations
relating to  contingent payment  debt instruments  similar to the
Index  Notes   will  not  differ  materially  from  the  Proposed
Regulations.    Accordingly,  the  ultimate  federal  income  tax
treatment of  the Index  Notes may differ substantially from that
described below.

UNITED STATES HOLDERS

          The following  is a  summary of  the  principal  United
States federal  income tax consequences of the ownership of Index
Notes by United States Holders.

          Under the  Proposed Regulations, the Index Note will be
treated  as  a  debt  instrument  that  provides  for  contingent
payments, and  that fails  to  provide  for  total  noncontingent
payments  at   least  equal  to  the  issue  price  of  the  debt
instrument.  The issue price of the Index Note will be its stated
principal amount.

          All payments  due under  the Index Note will be treated
as contingent  payments.  In the taxable year in which the amount
of each monthly contingent payment (the "Coupon Payment") becomes
fixed (excluding  the final  payment at  maturity), the holder of
the Index  Note must  include in its gross income that portion of
the payment treated as interest deemed accrued under the Proposed
Regulations.   The excess  of the  amount of a Coupon Payment, if
any (excluding  the final payment at maturity), over the interest
deemed accrued for the current and all prior accrual periods must
be treated  as a  repayment of  principal, and  will  reduce  the
holder's basis  in the  Index Note.   Interest  deemed accrued is
calculated for  each monthly  accrual  period.    For  the  first
accrual period,  the interest deemed accrued will be equal to the
product of  the issue  price of the Index Note and the Applicable
Federal Rate,  determined on  issue  date  to  be  3.88  percent,
compounded  monthly.     For   each  subsequent   accrual  period
(excluding the  final accrual period ending on the maturity date)
the issue  price will  be the  sum of  the  issue  price  at  the
beginning of  the immediately  preceding accrual  period and  the
interest deemed accrued during that period, less the total amount
of all  payments due  during the  immediately  preceding  accrual
period.   The interest deemed accrued for each subsequent accrual
period will  equal the  product of  this adjusted issue price and
the Applicable Federal Rate determined on issue date.

          At maturity,  the holder  will compare the total amount
paid at maturity under the terms of the Index Note (including the
amount of  the Coupon  Payment component of the final payment, if
any) with  the outstanding principal balance of the Index Note at
maturity (reduced  by the amount, if any, of the excess of Coupon
Payment over  interest  deemed  accrued  for  any  prior  monthly
accrual period).   To the extent that the amount paid at maturity
exceeds the  outstanding principal balance of the Index Note, the
holder will  treat the  excess as  interest income  includable in
gross income  by the  holder.  To the extent that the outstanding
principal balance  of the Index Note exceeds the final payment at
maturity, the  holder will  recognize  capital  loss,  deductible
currently in  the case  of a  corporate holder  to the  extent of
capital gains,  and  in  the  case  of  a  holder  other  than  a
corporation, to  the extent  of capital  gains plus  the lower of
$3,000 or the excess of capital losses over capital gains.

          Because the  holder may select a new Index prior to the
start of  any Calculation Period throughout the term of the Index
Note, which  selection will  affect the  holder's yield under the
Index Note  as well  as the Maturity Amount, the Internal Revenue
Service could  argue that  each selection  of a  new  Index  will
constitute a material modification of the terms of the Index Note
and a deemed taxable exchange.  In this instance the holder would
recognize gain  or loss equal to the difference between its basis
in the  "old note"  and the issue price of the "new note."  It is
unlikely, however,  that  the  Internal  Revenue  Service  would,
first,  take  such  a  position,  and  second,  prevail  in  such
position, if  taken.   While there  is no law directly addressing
the issue of whether a unilateral change in selection of an index
such as  that provided for under the terms of the Index Note by a
holder of such a note would constitute a material modification of
the note,  an analysis  of existing  law and Proposed Regulations
issued by  the Internal Revenue Service relating to modifications
of debt instruments (effective for modifications made on or after
the  date  that  is  30  days  after  publication  of  the  final
regulations  in   the  Federal  Register)  strongly  support  the
conclusion that a unilateral alteration in the payment terms of a
debt instrument  by a  holder of  the instrument  that occurs  by
operation of  the original  terms of  the instrument  will not be
considered a modification of the instrument.

BACKUP WITHHOLDING AND INFORMATION REPORTING

          In general,  information  reporting  requirements  will
apply to  certain payments  of principal  and  interest  made  to
United States  Holders of  Index Notes  other than certain exempt
recipients (such  as corporations).   For  information  reporting
purposes, the  Company will  treat the Proposed Regulations as if
they were  currently in  effect.   Consequently, interest  deemed
accrued, to  the extent  paid, as  well as  gross proceeds on the
disposition of  the Index Note will be reported to the IRS and to
United States  Holders who  are not  exempt  recipients.    A  31
percent backup withholding tax will apply to such payments if the
United States  Holder fails  to provide a taxpayer identification
number or  certify other exempt status or fails to report in full
dividend and interest income.

NON-UNITED STATES HOLDER

          For the  U.S. taxation treatment of the Index Notes for
non-United States  holders, see  the  description  under  "United
States Taxation"  in the  Prospectus and Prospectus Supplement to
which the Pricing Supplement is attached.