EXHIBIT 23


                                               [Letterhead of Ernst & Young LLP]
                                                            [New York, New York]

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement of
Lehman Brothers  Savings Plan (the "Plan"),  formerly  Lehman Brothers  Holdings
Inc. Tax Deferred Savings Plan, Form S-8, File No. 33-53923, of our report dated
July  2,  2002,  with  respect  to the  financial  statements  and  supplemental
schedules of the Plan  included in the Plan's  Annual Report (Form 11-K) for the
year ended December 31, 2001.

                                    /s/ Ernst & Young LLP

July 11, 2002