8-A12B

   1

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

                                  ----------
                                      
                                   FORM 8-A

              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               (I.R.S. employer
          or organization                  identification no.)


     3 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
      -------------------                      ------------------------------

      Common Stock, par value                  New York Stock Exchange
      $0.10 per share                          Pacific Stock Exchange
      ----------------------------             ------------------------------


      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     None
     -------------------------------------------------------------------
                               (Title of class)


                              Page 1 of 3 Pages
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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The required information is incorporated by reference
to the information set forth under the caption "Description
of Capital Stock" in the Registrant's Registration Statement
on Form S-1 (Registration No. 33-52977), as amended (the
"Registration Statement"), and as initially filed on April
5, 1994 with the Securities and Exchange Commission, a copy
of which section is attached hereto as Exhibit 2(4) and is
incorporated herein by this reference.

ITEM 2.   EXHIBITS.

          2(1) Form of Restated Certificate of Incorporation of
          the Registrant (incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement)

          2(2) Form of Restated Bylaws of the Registrant
          (incorporated herein by reference to Exhibit 3.5 of the
          Registration Statement)

          2(3) Specimen Certificate of the Registrant's Common
          Stock, par value $0.10 per share (incorporated by
          reference to Exhibit 4.2 of the Registration Statement)

          2(4) Excerpt from the Registration Statement describing
          the securities.

                               Page 2 of 3 Pages
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                                   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.

Date: June 2, 1994                 By:  /s/ Maxine Gerson   
                                      ----------------------
                                   Name:    Maxine Gerson
                                   Title:   Vice President


                              Page 3 of 3 Pages
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                                EXHIBIT INDEX
                                -------------

          2(1) Form of Restated Certificate of Incorporation of
          the Registrant (incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement)

          2(2) Form of Restated Bylaws of the Registrant
          (incorporated herein by reference to Exhibit 3.5 of the
          Registration Statement)

          2(3) Specimen Certificate of the Registrant's Common
          Stock, par value $0.10 per share (incorporated by
          reference to Exhibit 4.2 of the Registration Statement)

          2(4) Excerpt from the Registration Statement describing
          the securities.

EX-99.2.4

   1
 
                          DESCRIPTION OF CAPITAL STOCK
 
     Under the Restated Certificate of Incorporation of Holdings which will be
in effect as of the Distribution Date (the "Certificate of Incorporation"),
Holdings is authorized to issue up to 38,000,000 shares of preferred stock, par
value $1.00 per share ("Preferred Stock"), and 300,000,000 shares of Common
Stock. All outstanding shares of Common Stock are, and the shares of Common
Stock to be outstanding upon completion of the Offering and the Distribution
will be, legally issued, fully paid and non-assessable.
 
COMMON STOCK
 
     Dividends.  Subject to any prior dividend rights of the holders of
Preferred Stock, dividends may be paid on the Common Stock as determined by the
Board of Directors out of funds legally available therefor. Holdings' ability to
pay dividends is contingent upon the earnings of its subsidiaries, as well as
their ability to declare and pay dividends to Holdings. Certain subsidiaries may
be limited in their ability to pay dividends by capital and other rules of
regulatory bodies, as well as certain covenants in instruments governing certain
indebtedness.
 
     Voting.  Holders of Common Stock are entitled to vote, together with the
holders of Series A Preferred Stock, the Cumulative Preferred Stock and the
Redeemable Preferred Stock as a single class, on all matters to be voted on by
the stockholders of Holdings, including the election of directors. Each share of
Common Stock is entitled to one vote on all matters. Holders of Common Stock do
not have cumulative voting rights.
 
     Liquidation Value.  After the satisfaction in full of any liquidation
preferences of holders of Preferred Stock, holders of Common Stock are entitled
to ratable distribution of the remaining assets available for distribution to
stockholders in the event of any liquidation, dissolution or winding up of
Holdings.
 
     Other.  The Common Stock is not subject to redemption by operation of a
sinking fund or otherwise. Holders of Common Stock are not entitled to
preemptive rights under the Certificate of Incorporation or under the Restated
By-laws of Holdings which will be in effect as of the Distribution Date (the
"By-laws").
 
     The transfer agent and registrar for the Common Stock is First National
Bank of Boston.
 
PREFERRED STOCK
 
     General.  Preferred Stock may be issued from time to time in one or more
series with such designations, voting powers, dividend rates, rights of
redemption, conversion rights, participating, optional or other special rights,
and qualifications, limitations or restrictions thereon as may be stated in the
resolutions providing for the issue of such series adopted by the Board of
Directors. The rights and preferences of each series of the Preferred Stock, if
issued, will be superior and prior to the rights of the Common Stock to the
extent determined by the resolution of the Board of Directors creating such
series.
 
     Certain terms of the Redeemable Preferred Stock may be deemed to have an
anti-takeover effect. See "Redeemable Voting Preferred Stock" below. In
addition, although Holdings has no intention at the present time of doing so, it
could issue an additional series of Preferred Stock that could, depending on the
terms of such series, either impede or facilitate the completion of a merger,
tender offer or other takeover attempt. For instance, such series of Preferred
Stock might impede a business combination by including class voting rights which
would enable the holder to block such a transaction or facilitate a business
combination by including voting rights which would provide a required percentage
vote of the stockholders. Although the Board of Directors is required to make
any determination to issue such stock based on its judgment as to the best
interests of the stockholders of Holdings, the Board of Directors could act in a
manner that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over
the then market price of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock exchange
regulations. Frequently, opportunities arise that require prompt action, and the
Board of Directors believes that the delay occasioned by seeking stockholder
approval of a specific issuance could be to the detriment of Holdings and its
stockholders.
 
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     Series A Preferred Stock.  Holdings has issued 13,000,000 shares of Series
A Preferred Stock pursuant to the authority granted to it by the Certificate of
Incorporation.
 
     As of the date hereof, Nippon Life owns all of the issued and outstanding
shares of Series A Preferred Stock.
 
     Holders of shares of Series A Preferred Stock are entitled to receive
preferential dividends, as and when declared by the Board of Directors out of
funds legally available therefor, in an amount equal to 5% per annum of the
price per share paid by Nippon Life ($39.10) upon purchase of the Series A
Preferred Stock (the "Preferred Sale Price") payable quarterly on a cumulative
basis before any dividends are paid to the holders of shares of Common Stock.
Upon the liquidation or winding-up of Holdings (other than by merger or transfer
of assets to a successor), holders of shares of Series A Preferred Stock will be
entitled to receive, out of the assets of Holdings legally available for
distribution to stockholders and before any payment to holders of Common Stock,
an amount per share equal to the Preferred Sale Price plus accumulated and
unpaid dividends.
 
     Except as otherwise agreed to in the Investment Agreement, holders of
Series A Preferred Stock have no preemptive rights or subscription rights, and
are not subject to further calls or assessments by Holdings. See "Certain
Transactions and Agreements Among Holdings, American Express and Nippon Life."
 
     Holdings may not redeem shares of Series A Preferred Stock prior to June
15, 1994. Thereafter, subject to restrictions on redemptions when dividends are
in arrears, Holdings (to the extent funds are legally available therefor) will
have the right to redeem shares of Series A Preferred Stock on not less than 30
nor more than 45 days' notice in cumulative annual increments of 2,600,000
shares, subject to adjustment for shares theretofore converted. Such redemption
will be at a price per share equal to the Preferred Sale Price and is permitted
only if there is a public market for the Common Stock and the average market
price of shares of Common Stock exceeds the conversion price on the date notice
of redemption is given.
 
     Each share of Series A Preferred Stock is convertible, at any time prior to
the date of redemption, into 0.3179723 of a share of Common Stock, provided that
at least 250,000 shares of Series A Preferred Stock (or such lesser number of
such shares then outstanding) must be converted each time. The conversion rate
is subject to adjustment in certain events. Holders of Series A Preferred Stock
are entitled to vote, together with the holders of Common Stock as one class
(except as otherwise required by law), on all matters to be voted on by
stockholders of the Company, including the election of Directors. Each share of
Series A Preferred Stock is entitled to one vote, subject to adjustment at the
Distribution Date, at which time each share will be entitled to 0.3179723 votes,
and thereafter the number of votes per share will be equal to the quotient
obtained by dividing $39.10 by the Conversion Price then in effect. In addition,
the affirmative vote of the holders of at least a majority of the Series A
Preferred Stock is required to (i) amend, alter or repeal the Certificate of
Designation of the Series A Preferred Stock or the Certificate of Incorporation
or authorize any reclassification of the Series A Preferred Stock in a manner
which adversely affects the preferences, special rights or powers of the Series
A Preferred Stock or (ii) authorize any capital stock of Holdings ranking, as to
dividends or upon liquidation, senior to the Series A Preferred Stock.
 
     Nippon Life has the non-transferable right to exchange the Series A
Preferred Stock for American Express common shares. In addition, Holdings will
also have the right to redeem the Series A Preferred Stock if the average market
price of American Express common shares exceeds the exchange price on the date
notice of redemption is given. See "Certain Transactions and Agreements Among
Holdings, American Express and Nippon Life."
 
     Cumulative Voting Preferred Stock.  Prior to the Distribution, Holdings
will issue and sell to American Express 8,000,000 shares of the Cumulative
Preferred Stock pursuant to the authority granted to it by the Certificate of
Incorporation. Immediately following the Distribution, American Express will own
all of the issued and outstanding shares of Cumulative Preferred Stock.
 
     Holders of shares of Cumulative Preferred Stock will be entitled to receive
preferential dividends, as and when declared by the Board of Directors out of
funds legally available therefor, at the Annual Dividend Rate, payable quarterly
on a cumulative basis before any dividends are paid to the holders of shares of
Common Stock. "Annual Dividend Rate" means the average of the yields immediately
prior to the Distribution Date of selected publicly traded, split-rated,
cumulative perpetual preferred stocks of certain financial institutions. Upon
the liquidation or winding-up of Holdings (other than by merger or transfer of
assets to a successor),
 
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holders of shares of the Cumulative Preferred Stock will be entitled to receive,
out of Holdings' assets legally available for distribution to stockholders and
before any payment to holders of Common Stock, an amount per share equal to
$25.00 plus accumulated and unpaid dividends.
 
     Holders of the Cumulative Preferred Stock will not have preemptive rights
or subscription rights, and will not be subject to further calls or assessments
by Holdings. Holders of the Cumulative Preferred Stock will have certain
registration and information rights.
 
     Holdings may not redeem shares of the Cumulative Preferred Stock prior to
June 1, 2001. Thereafter, subject to restrictions on redemptions when dividends
are in arrears, Holdings (to the extent funds are legally available therefor)
will have the right to redeem shares of the Cumulative Preferred Stock on not
less than 30 days' notice at a price per share equal to $25.00 plus accumulated
and unpaid dividends.
 
     Holders of the Cumulative Preferred Stock will be entitled to vote,
together with the holders of Common Stock, as one class on all matters to be
voted on by stockholders of Holdings, including the election of Directors.
Notwithstanding the foregoing, American Express has agreed that so long as it or
any of its subsidiaries holds any shares of the Cumulative Preferred Stock, it
will vote such shares in the same proportion as the votes cast by the holders of
shares of Common Stock on matters to be voted on by stockholders of Holdings
generally. Each share of the Cumulative Preferred Stock will be entitled to 0.25
votes. The affirmative vote of the holders of at least two-thirds of the
Cumulative Preferred Stock will be required to (i) amend, alter or repeal the
Certificate of Designation of the Cumulative Preferred Stock or the Certificate
of Incorporation in a manner which adversely affects the preferences, special
rights or powers of the Cumulative Preferred Stock or (ii) issue or increase the
authorized amount of any capital stock of Holdings ranking, as to dividends or
upon liquidation, senior to the Cumulative Preferred Stock. In addition, if the
equivalent of six quarterly dividends (whether or not consecutive) on the
Cumulative Preferred Stock or any parity preferred stock shall be in arrears,
then the authorized number of directors of Holdings shall be increased by two
and the holders of the Cumulative Preferred Stock will have the right (voting as
a class with the holders of any other parity preferred stock of Holdings upon
which like voting rights have been conferred and are exercisable) to elect such
two directors until such time as all accumulated dividends have been paid.
 
     Redeemable Voting Preferred Stock.  Prior to the Distribution, Holdings
will issue and sell to American Express 928 shares of Redeemable Preferred Stock
and to Nippon Life 72 shares of Redeemable Preferred Stock pursuant to the
authority granted to it by the Certificate of Incorporation. Immediately
following the Distribution, American Express and Nippon Life together will own
all of the issued and outstanding shares of Redeemable Preferred Stock.
 
     The holders of shares of Redeemable Preferred Stock will be entitled to
receive preferential dividends, as and when declared by the Board of Directors
out of funds legally available therefor, on a cumulative basis before any
dividends are paid to the holders of shares of Common Stock. For each of eight
annual dividend periods following the Distribution, the holders of Redeemable
Preferred Stock will be entitled to receive dividends in an amount equal to, in
the aggregate, 50% of the amount, if any, by which the Company's net income for
the applicable dividend period exceeds $400 million, up to a maximum of $50
million for any such period (the "Dividend Formula"), payable on the 45th day
following the last day of the dividend period. Accumulated and unpaid dividends
on Redeemable Preferred Stock will accrue interest at a rate per annum based on
the yield on one year treasury securities plus 0.50%. Upon the liquidation or
winding-up of Holdings (other than by merger or transfer of assets to a
successor), holders of shares of Redeemable Preferred Stock will be entitled to
receive, out of Holdings' assets legally available for distribution to
stockholders and before any payment to holders of Common Stock, an amount per
share equal to $1.00 plus accumulated and unpaid dividends and accrued interest,
if any, thereon.
 
     Holders of Redeemable Preferred Stock will not have preemptive rights or
subscription rights, and will not be subject to further calls or assessments by
Holdings. Holders of the Redeemable Preferred Stock will have certain
registration and information rights.
 
     Other than as set forth below, Holdings may not redeem shares of Redeemable
Preferred Stock prior to the final dividend payment date for the Redeemable
Preferred Stock. Subject to funds being legally available therefor, Holdings
will be required to redeem all of the Redeemable Preferred Stock on the final
dividend payment date for the Redeemable Preferred Stock, or as soon as
practicable thereafter when funds become
 
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legally available, at a price per share equal to $1.00 plus accumulated and
unpaid dividends and accrued interest, if any, thereon. In addition, if a
Designated Event occurs, the holders of the Redeemable Preferred Stock will have
the right to require Holdings to redeem, out of funds legally available
therefor, all of the Redeemable Preferred Stock for an aggregate redemption
price initially equal to $400 million if such Designated Event takes place prior
to the first anniversary of the Distribution Date, declining by $50 million per
year in each of the next seven years thereafter. These redemption rights may
have an anti-takeover effect and may delay, defer or prevent a tender offer or
take-over attempt that a stockholder might believe to be in his best interest,
including those attempts that might result in a premium over the market price
for the shares held by stockholders.
 
     "Designated Event" means an event or series of events as a result of which
(i) any "person" (as such term in used in Sections 13(d) and 14(d) of the
Exchange Act), other than a holder of Redeemable Preferred Stock, is or becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act) of shares representing more than 30% of the combined voting power of the
then-outstanding Voting Stock; (ii) Holdings consolidates with or merges into
any other corporation, or conveys, transfers or leases all or substantially all
of its assets to any person, or any other corporation merges into Holdings, and,
in the case of any such transaction, the outstanding Common Stock is changed or
exchanged as a result, unless the stockholders of Holdings immediately before
such transaction own, directly or indirectly immediately following such
transaction, at least 51% of the combined voting power of the outstanding voting
securities of the corporation resulting from such transaction in substantially
the same proportion as their ownership of the Voting Stock immediately before
such transaction; (iii) Holdings or any of its subsidiaries consummates an
acquisition (other than the acquisition, directly or indirectly through any
special purpose entity, of securities or other inventory in the ordinary course
of the Company's business) involving aggregate consideration to the seller in an
amount exceeding 30% of the fair market value of the outstanding Common Stock
immediately prior to such transaction and either (a) the ratio of consolidated
indebtedness to consolidated stockholders' equity of Holdings as of the last day
of the calendar month immediately preceding the calendar month in which such
acquisition occurs or (b) the ratio of adjusted consolidated tangible assets
(total consolidated assets less goodwill) to consolidated tangible net worth of
Holdings as of the last day of the calendar month immediately preceding the
calendar month in which such acquisition occurs increases, on a pro forma basis
as if such acquisition occurred on such day, by more than 20% as a result of
such transaction; or (iv) on any day (a "Calculation Date") Holdings makes any
distribution or distributions of cash, property or securities (other than
regular quarterly dividends, or in Common Stock, preferred stock which is
substantially equivalent to Common Stock or rights to acquire Common Stock or
preferred stock which is substantially equivalent to Common Stock) to holders of
Common Stock, or Holdings or any of its subsidiaries purchases or otherwise
acquires Common Stock, and the sum of the fair market value of such distribution
or purchase on the Calculation Date, plus the fair market value, when made, of
all other such distributions and purchases which have occurred during the
12-month period ending on the Calculation Date, exceeds 30% of the aggregate
fair market value of all of the shares of Common Stock outstanding at the close
of business on the last day prior to such 12-month period. Notwithstanding the
foregoing, a Designated Event shall not be deemed to occur solely because any
person (the "Subject Person") becomes the beneficial owner of more than the
permitted amounts of the outstanding Voting Stock as a result of the acquisition
of Voting Stock by Holdings or any subsidiary of Holdings that, by reducing the
number of shares of Voting Stock outstanding, increases the proportional number
of shares beneficially owned by the Subject Person, provided that if a
Designated Event would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Stock by Holdings or any subsidiary of
Holdings, and after such share acquisition, the Subject Person becomes the
beneficial owner of any additional Voting Stock that increases the percentage of
the then-outstanding Voting Stock beneficially owned by the Subject Person by
more than 2%, then a Designated Event shall occur. With respect to Designated
Events covered by clause (i) above, in the event of an acquisition of Voting
Stock not approved by a majority of the Board in place at the time any such
acquisition takes place, Holdings will pay the redemption price of the
Redeemable Preferred Stock through proceeds raised by the issuance of Holdings
equity securities that are not mandatorily redeemable.
 
     Holders of Redeemable Preferred Stock will be entitled to vote, together
with the holders of Common Stock as one class, on all matters to be voted on by
stockholders of Holdings, including the election of
 
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Directors. Notwithstanding the foregoing, American Express has agreed that so
long as it or any of its subsidiaries holds any shares of the Redeemable
Preferred Stock, it will vote such shares in the same proportion as the votes
cast by the holders of shares of Common Stock on matters to be voted on by
stockholders of Holdings generally. Each share of Redeemable Preferred Stock
will be entitled to 560 votes. The affirmative vote of at least two-thirds of
the Redeemable Preferred Stock will be required to (i) amend, alter, or repeal
the Certificate of Designation of the Redeemable Preferred Stock or the
Certificate of Incorporation so as to affect adversely the preferences, special
rights or powers of the Redeemable Preferred Stock or (ii) authorize, create or
issue, or increase the authorized amount of, any capital stock of Holdings
ranking, as to dividends or upon liquidation, senior to the Redeemable Preferred
Stock. Notwithstanding the foregoing, so long as Nippon Life holds any shares of
Redeemable Preferred Stock, Holdings will not permit any amendment to the
Certificate of Designation of the Redeemable Preferred Stock that adversely
affects the preferences, special rights or powers thereof without Nippon Life's
written consent. In addition, if the equivalent of six quarterly dividends
(whether or not consecutive) to which the holders of the Redeemable Preferred
Stock are entitled in accordance with the Dividend Formula, or to which the
holders of any parity preferred stock are entitled pursuant to the terms of such
parity preferred stock, are in arrears, then the authorized number of directors
of Holdings shall be increased by two and the holders of the Redeemable
Preferred Stock will have the right (voting as a class with the holders of any
other parity preferred stock of Holdings upon which like voting rights have been
conferred and are exercisable) to elect such two directors until such time as
all accumulated dividends have been paid.
 
SENIOR SUBORDINATED CAPITAL NOTES OF THE COMPANY
 
     Holdings has issued Senior Subordinated Capital Notes maturing February 8,
1995 in the aggregate principal amount of $150 million with an initial interest
rate of LIBOR plus 0.75% which upon maturity will be exchanged for Common Stock,
perpetual preferred stock of Holdings or a combination thereof (the "Equity
Securities"), which choice will be made by Holdings in its sole discretion,
having a market value equal to the principal amount of the Senior Subordinated
Capital Notes, except to the extent Holdings, at its option, elects to pay in
cash the principal amount of the Senior Subordinated Capital Notes, in whole or
in part, from amounts representing proceeds of other issuances of Equity
Securities which Holdings, in its sole discretion, has designated for such use
(the "Designated Proceeds"). Holdings will be unconditionally obligated to sell
Equity Securities in a secondary offering on behalf of the holders of Senior
Subordinated Capital Notes in an amount equal to the principal amount of such
Senior Subordinated Capital Notes less any Designated Proceeds applied by
Holdings to the payment of such Senior Subordinated Capital Notes. If Holdings
does not sell in such secondary offering a sufficient amount of Equity
Securities so that the sale proceeds thereof, when added to any Designated
Proceeds, are sufficient to satisfy the cash election of such holders, then such
holders will receive, at their option, either cash or Equity Securities to the
extent that aggregate cash elections exceed the aggregate amount of the sales
proceeds from such secondary offering and any Designated Proceeds. Prior to the
exchange of Equity Securities for Senior Subordinated Capital Notes, a holder of
a Senior Subordinated Capital Note will have none of the rights or privileges of
a stockholder of Holdings. None of the holders of the Senior Subordinated
Capital Notes is affiliated with Holdings. As of December 31, 1993, Designated
Proceeds were $150 million.
 
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