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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  MAY 31, 1994


                         LEHMAN BROTHERS HOLDINGS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

         1-9466                                    13-3216325
(COMMISSION FILE NUMBER)          (IRS EMPLOYER IDENTIFICATION NO.)


3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK                         10285
(ADDRESS OF PRINCIPAL                      (ZIP CODE)
EXECUTIVE OFFICES)

                    REGISTRANT'S TELEPHONE NUMBER, INCLUDING
                           AREA CODE: (212) 526-7000

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ITEM 5.

         On May 31, 1994, Lehman Brothers Holdings Inc. ("Lehman Brothers")
began "regular-way" trading on the New York Stock Exchange under the symbol
"LEH" as the result of the completion of the distribution (the "Distribution")
by American Express Company ("American Express") of a special dividend to its
shareholders of record on May 20, 1994 (the "Record Date"), of all of the
common stock, par value $.10 per share (the "Common Stock"), held by American
Express on May 31, 1994.  In connection with the Distribution, shareholders of
American Express received one-fifth of one share of Common Stock for every one
American Express common share held on the Record Date.

         Prior to the Distribution, Lehman Brothers effected a 0.3178313 for 1
reverse stock split (the "Reverse Stock Split").  The calculation of the ratio
for the Reverse Stock Split was based upon the number of American Express
common shares outstanding on the Record Date.  Also prior to the Distribution:
(i) American Express sold 441,251 shares of Common Stock to certain executive
officers of Lehman Brothers for an aggregate purchase of approximately $11.3
million, or approximately $25.55 per share; (ii) Lehman Brothers sold (a)
35,379,920 shares of Common Stock to American Express for an aggregate purchase
price of approximately $903.8 million, or approximately $25.55 per share, (b)
3,490,094 shares of Common Stock to Nippon Life Insurance Company ("Nippon
Life") for approximately $89.2 million, or approximately $25.55 per share, (c)
8,000,000 shares of its Cumulative Voting Preferred Stock (which stock has a
dividend rate of 8.44% per annum) (the "Cumulative Preferred Stock") to
American Express for an aggregate purchase price of $200 million and (d) 928
and 72 shares of its Redeemable Voting Preferred Stock (the"Redeemable
Preferred Stock") for $1.00 per share to American Express and Nippon Life,
respectively (the Cumulative Preferred Stock and the Redeemable Preferred Stock
collectively, the "Preferred Stock"); and (iii) Lehman Brothers issued (a)
3,366,677 shares of Common Stock upon conversion of all of the outstanding
phantom equity interests held by certain key employees of Lehman Brothers and
its subsidiaries and (b) 9,786,006 shares of Common Stock to American Express
in exchange for $250 million of Money Market Preferred Stock of Lehman Brothers
held by American Express.

         As a result of the Reverse Stock Split, the transactions described
above and certain other related transactions, Lehman Brothers has 105,605,669
shares of Common Stock outstanding.  American Express owns no Common Stock, but
holds Preferred Stock which provides it with voting rights for
approximately 2.9% of the outstanding voting securities of Lehman Brothers.
American Express has agreed that so long as it or any of its subsidiaries is
the holder of any of the Preferred Stock, such shares will be voted for and
against any proposal or matter submitted to a vote of the holders of voting
securities of Lehman Brothers in the same proportion as the votes cast by the
holders of the Common Stock.  Nippon Life, through its ownership of the
Redeemable Preferred Stock, the Cumulative Convertible Voting Preferred Stock,
Series A of Lehman Brothers and a warrant to purchase Common Stock holds
securities which on a fully diluted basis provide it with voting rights for
approximately 11.2% of the outstanding voting securities of Lehman Brothers.

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                                   SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          LEHMAN BROTHERS HOLDINGS INC.




                                          By:   /s/ Stephen J. Bier           
                                                ------------------------------
                                                  Stephen J. Bier
                                                  Controller
                                                  (Principal Accounting Officer)



DATE:  JUNE 7, 1994





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