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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                         LEHMAN BROTHERS HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                          13-3216325
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

         THREE WORLD FINANCIAL CENTER
              NEW YORK, NEW YORK                          10285
(Address of principal executive offices)                (Zip Code)


        Securities to be registered pursuant to Section 12(b) of the Act

         Title of each class                      Name of each exchange on which
         to be so registered                      each class is to be registered
         -------------------                      ------------------------------

       Global Telecommunications                  American Stock Exchange, Inc.
Stock Upside Note Securities(SM) Due 2000

    Securities to be registered pursuant to Section 12(g) of the Act:  None
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The securities to be registered are Global Telecommunications Stock
Upside Note Securities(SM) Due 2000 (the "Securities") of Lehman Brothers
Holdings Inc. (the "Registrant") and shall be issued under the Registrant's
Registration Statement on Form S-3 (File No. 33-65674).  A description of the
Securities will be contained in the Prospectus and Prospectus Supplement to be
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) under the Securities Act of 1933, and
such Prospectus and Prospectus Supplement shall be deemed to be incorporated by
reference into this Registration Statement.

ITEM 2.  EXHIBITS.

         1.      Specimen of the Securities to be registered hereunder.*
         2.(a)   Standard Multiple Series Indenture Provisions dated July 30,
                 1987, as amended November 16, 1987 (Incorporated by reference
                 to Exhibit 4(a) to Post-Effective Amendment No. 1 to
                 Registration Statement No. 33-16141 filed November 16, 1987).
         2.(b)   Indenture dated as of September 1, 1987, between the
                 Registrant and Citibank, N.A., as Trustee ("Citibank")
                 (Incorporated by reference to Exhibit 4(b) to Post-Effective
                 Amendment No. 1 to Registration Statement No. 33-16141 filed
                 November 16, 1987).
         2.(c)   Supplemental Indenture dated as of November 25, 1987, between
                 the Registrant and Citibank (Incorporated by reference to
                 Exhibit 4(m) to Registration Statement No. 33-25797 filed
                 November 25, 1988).
         2.(d)   Second Supplemental Indenture dated as of November 27, 1990,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 4(e) to Registration Statement No. 33-49062 filed
                 June 30, 1992).
         2.(e)   Third Supplemental Indenture dated as of September 13, 1991,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 4(f) to Registration Statement No. 33-46146 filed
                 March 10, 1992).
         2.(f)   Fourth Supplemental Indenture dated as of October 4, 1993,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 2(f) to Form 8-A filed October 7, 1993).


         *       To be filed




                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                        LEHMAN BROTHERS HOLDINGS INC.
                                             (Registrant)


Date:  March 21, 1994                   By  /s/ Maxine Gerson
                                        ------------------------
                                            Maxine Gerson
                                            Vice President