EXHIBIT 99.02


                      STATEMENT OF CHIEF FINANCIAL OFFICER
                           PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Edward S. Grieb,
certify that:

1. The Annual Report on Form 11-K for the fiscal year ended December 31, 2002
   (the "Report") of the Lehman Brothers Savings Plan (the "Plan") fully
   complies with the requirements of Section 13(a) or Section 15(d) of the
   Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
   respects, the financial condition and results of operations of the Plan.


In rendering this certification I note that the financial statements to which
this certification relates are statements of a plan subject to the Employee
Retirement Income Security Act of 1974, as amended, and that in accordance with
the instructions to Form 11-K such financial statements include only a statement
of net assets available for plan benefits and a statement of changes in net
assets available for plan benefits.

Date: June 30, 2003


                                          /s/ Edward S. Grieb
                                          -------------------------
                                          Edward S. Grieb

                                          Managing Director, and Assistant
                                          Controller of Lehman Brothers
                                          Holdings Inc., Issuer of Securities
                                          Held Pursuant to the Plan,
                                          (equivalent of Chief Financial
                                          Officer)


This certification accompanies this Report on Form 11-K pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by the Plan for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been
provided to Lehman Brothers Holdings Inc. and will be retained by Lehman
Brothers Holdings Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.