8-A12B

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 or organization)       (IRS Employer Identification No.)


                               745 SEVENTH AVENUE
                            NEW YORK, NEW YORK 10019
          (Address of principal executive offices, including zip code)

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

                                               NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED:       EACH CLASS IS TO BE REGISTERED:
- ----------------------------------------       -------------------------------

Index-Plus Notes Due December 23, 2009         The American Stock Exchange LLC
Performance Linked to Russell 2000(R)
Index (RTY)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:

                                    333-61878

Securities to be Registered Pursuant to Section 12(g) of the Act:

                                      NONE


Item 1. Description of Registrant's Securities to be Registered.

The Registrant hereby incorporates by reference the descriptions set forth under
the captions "Description of the Notes" and "The Russell 2000 Index" on pages
S-11 to S-21 of the Prospectus Supplement dated December 20, 2004, and under the
caption "Description of Debt Securities" on pages 8 to 16 of the accompanying
Prospectus dated June 21, 2001, filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b)(2) under the Securities
Act of 1933.

Item 2. Exhibits.

The securities described herein are to be registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on an
exchange on which other securities of the Registrant are currently registered.
In accordance with the instructions regarding exhibits to Form 8-A, the
following exhibits are filed herewith or incorporated herein by reference:

1.01     Standard Multiple Series Indenture Provisions dated July 30, 1987 and
         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 with the Commission on November 16, 1987)

1.02     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 with the Commission on November 16, 1987)

1.03     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 with the Commission on
         November 25, 1988)

1.04     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 with the Commission on June
         30, 1992)

1.05     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 with the Commission on March
         10, 1992)

1.06     Fourth Supplemental Indenture dated as of October 4, 1993 between the
         Registrant and Citibank (incorporated by reference to Exhibit 4(f) to
         Form 8-A, filed with the Commission on October 7, 1993)

                                       2



1.07     Fifth Supplemental Indenture dated as of October 1, 1995 between the
         Registrant and Citibank (incorporated by reference to Exhibit 4(h) to
         Registration Statement No. 33-62085, filed with the Commission on
         August 24, 1995)

1.08     Sixth Supplemental Indenture dated as of June 26, 1997 between the
         Registrant and Citibank (incorporated by reference to Exhibit 4(h) to
         Registration Statement No. 33-38227, filed with the Commission on
         October 17, 1997)

1.09     Form of Global Security representing the Registrant's Index-Plus Notes
         Due December 23, 2009, Performance Linked to Russell 2000(R) Index
         (RTY) (filed herewith)

1.10     Form of Calculation Agency Agreement between the Registrant and Lehman
         Brothers Inc., as calculation agent, relating to the Registrant's
         Index-Plus Notes Due December 23, 2009, Performance Linked to Russell
         2000(R) Index (RTY) (filed herewith)



                                       3


                                    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.



                                              By: /s/ Karen Corrigan
                                                  -----------------------------
                                                  Karen Corrigan
                                                  Vice President


Date: January 26, 2005



                                       4


                                  EXHIBIT INDEX
                                  -------------


Exhibit No.         Exhibit
- -----------         -------

1.09                Form of Global Security representing the Registrant's
                    Index-Plus Notes Due December 23, 2009, Performance Linked
                    to Russell 2000(R) Index (RTY)

1.10                Form of Calculation Agency Agreement between the Registrant
                    and Lehman Brothers Inc., as calculation agent, relating to
                    the Registrant's Index-Plus Notes Due December 23, 2009,
                    Performance Linked to Russell 2000(R) Index (RTY)






                                       5

EX-1.09

                          LEHMAN BROTHERS HOLDINGS INC.

                     Index-Plus Notes Due December 23, 2009,
                Performance Linked to Russell 2000(R) Index (RTY)


Number R-1                                                            $6,000,000
ISIN US 524908MR80                                               CUSIP 524908MR8


See Reverse for Certain Definitions

THIS SECURITY (THIS "SECURITY") IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

                  LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, on the Stated Maturity Date, in such coin or
currency of the United States of America at the time of payment shall be legal
tender for the payment of public and private debts, for each $1,000 principal
amount of the Securities represented hereby, an amount equal to the Maturity
Payment Amount. THE SECURITIES REPRESENTED HEREBY SHALL NOT BEAR ANY INTEREST.

                  Any amount payable on the Stated Maturity Date hereon will be
paid only upon presentation and surrender of this Security.







                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                  Russell 2000(R) Index is a trademark of Frank Russell Company
and has been licensed for use by Lehman Brothers Holdings Inc. The Securities,
based on the performance of the Russell 2000 Index, are not sponsored, endorsed,
sold or promoted by Frank Russell Company and Frank Russell Company makes no
representation regarding the advisability of investing in the Securities.

                  This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.




                                                                               3

                  IN WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused
this instrument to be signed by its Chairman of the Board, its Vice Chairman,
its President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.

Dated:   December 23, 2004           LEHMAN BROTHERS HOLDINGS INC.


                                     By: _________________________________
                                         Karen Corrigan
                                         Vice President

                                     Attest: _______________________________
                                             Aaron Guth
                                             Assistant Secretary



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:  December 23, 2004

CITIBANK, N.A.
 as Trustee

By:  __________________________
     Name:
     Title:  Authorized Signatory




                                                                               4

                               Reverse of Security

                  This Security is one of a duly authorized series of Securities
of the Company designated as Index-Plus Notes Due December 23, 2009, Performance
Linked to Russell 2000(R) Index (RTY) (herein called the "Securities"). The
Company may, without the consent of the holders of the Securities, create and
issue additional notes ranking equally with the Securities and otherwise similar
in all respects so that such further notes shall be consolidated and form a
single series with the Securities; provided that no additional notes can be
issued if an Event of Default has occurred with respect to the Securities. This
series of Securities is one of an indefinite number of series of debt securities
of the Company, issued and to be issued under an indenture, dated as of
September 1, 1987, as amended (herein called the "Indenture"), duly executed and
delivered by the Company and Citibank N.A., as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities.

                  The Maturity Payment Amount, at the request of the Trustee,
shall be determined by the Calculation Agent pursuant to the Calculation Agency
Agreement.

                  All percentages resulting from any calculation with respect to
the Securities will be rounded at the Calculation Agent's discretion.

                  The Trustee shall fully rely on the determination by the
Calculation Agent of the Maturity Payment Amount and shall have no duty to make
any such determination.

                  This Security is not subject to any sinking fund.

                  If an Event of Default with respect to the Securities shall
occur and be continuing, the amounts payable on all of the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture. The amount payable to the Holder hereof upon any acceleration
permitted under the Indenture will be equal to the Maturity Payment Amount
calculated as though the date of acceleration was the Stated Maturity Date and
the date three Business Days prior thereto was the Valuation Date.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of each series of Securities at the time Outstanding
to be affected (each series voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to, or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of all such series; provided, however, that no such
supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, if any, or reduce any premium
payable on redemption, or make the principal thereof, or premium, if any, or
interest thereon, if any, payable in any coin or currency other than that
hereinabove provided, without the consent of


                                                                               5


the holder of each Security so affected, or (ii) change the place of payment on
any Security, or impair the right to institute suit for payment on any Security,
or reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of each Security so affected. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of any series of
Securities, the holders of a majority in aggregate principal amount of the
Securities of such series Outstanding may on behalf of the holders of all the
Securities of such series waive any past default or Event of Default under the
Indenture with respect to such series and its consequences, except a default in
the payment of interest, if any, or the principal of, or premium, if any, on any
of the Securities of such series, or in the payment of any sinking fund
installment or analogous obligation with respect to Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future holders and owners of this
Security and any Securities which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Security or such other Securities.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal amount with
respect to this Security.

                  The Securities are issuable in denominations of $1,000 and any
whole multiples of $1,000.

                  The Company, the Trustee, and any agent of the Company or of
the Trustee may deem and treat the registered holder (the "Holder") hereof as
the absolute owner of this Security (whether or not this Security shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment hereof, or on account hereof, and for all
other purposes and neither the Company nor the Trustee nor any agent of the
Company or of the Trustee shall be affected by any notice to the contrary. All
such payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Security.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Security, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or agency in a Place of Payment for this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form



                                                                               6


satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Securities of this series or of like tenor and of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  The Company intends to treat, and by purchasing this Security,
the holder agrees to treat, for all tax purposes, this Security as a financial
contract for cash settlement, rather than as a debt instrument.

                  THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  Set forth below are definitions of the terms used in this
Security.

                  "AMEX" shall mean the American Stock Exchange LLC.

                   "Business Day", notwithstanding any provision in the
Indenture, shall mean any day that is not a Saturday, a Sunday or a day on which
the NYSE, Nasdaq or AMEX is not open for trading or banking institutions or
trust companies in the City of New York are authorized or obligated by law or
executive order to close.

                   "Calculation Agency Agreement" shall mean the Calculation
Agency Agreement, dated as of December 23, 2004, between the Company and the
Calculation Agent, as amended from time to time, or any successor calculation
agency agreement.

                   "Calculation Agent" shall mean the person that has entered
into an agreement with the Company providing for, among other things, the
determination of the Maturity Payment Amount, which term shall, unless the
context otherwise requires, include its successors and assigns. The initial
Calculation Agent shall be Lehman Brothers Inc.

                   "Close of Trading" shall mean, in respect of any Relevant
Exchange, the scheduled weekday closing time on a day on which the Relevant
Exchange is scheduled to be open for trading for its respective regular trading
session, without regard to after hours or any other trading outside of the
regular trading sessions.

                   "Closing Index Level" shall mean, with respect to any day, in
the case of the Index or the Successor Index, the closing level of the Index or
the Successor Index, as the case may be, as reported by Russell or the publisher
of the Successor Index, as the case may be, on such day or as determined by the
Calculation Agent pursuant to the Calculation Agency Agreement.

                  "Company" shall have the meaning set forth on the face of this
Security.

                  "Exchange Business Day" shall mean any day on which the Index
or the Successor Index is announced by its publisher or is otherwise determined
by the Calculation Agent pursuant to the Calculation Agency Agreement.


                                                                               7


                  "Final Index Level" shall equal the Closing Index Level on the
Valuation Date.

                   "Holder" shall have the meaning set forth on the reverse of
this Security.

                  "Indenture" shall have the meaning set forth on the reverse of
this Security.

                  "Index" shall mean the Russell 2000(R) Index, as calculated by
Russell.

                  "Initial Index Level" shall equal 638.05, the Closing Index
Level on December 20, 2004.

                  "Market Disruption Event", with respect to the Index or any
Successor Index shall mean any of the following events has occurred on any day
as determined by the Calculation Agent in its sole discretion:

                  (1) A material suspension of or limitation imposed on trading
         relating to the securities that then comprise 20% or more of the Index
         or any Successor Index, by the Relevant Exchanges on which those
         securities are traded, at any time during the one-hour period that ends
         at the Close of Trading on such day, whether by reason of movements in
         price exceeding limits permitted by that Relevant Exchange. Limitations
         on trading during significant market fluctuations imposed pursuant to
         NYSE Rule 80B or any applicable rule or regulation enacted or
         promulgated by the NYSE, any other exchange, quotation system or
         market, any other self regulatory organization or the Securities and
         Exchange Commission of similar scope or as a replacement for Rule 80B
         may be considered material.

                  (2) A material suspension of, or limitation imposed on,
         trading in futures or options contracts relating to the Index or any
         Successor Index by the primary exchange on which those futures or
         options contracts are traded, at any time during the one-hour period
         that ends at the Close of Trading on such day, whether by reason of
         movements in price exceeding limits permitted by the exchanges or
         otherwise.

                  (3) Any event, other than an early closure, that disrupts or
         impairs the ability of market participants in general to effect
         transactions in, or obtain market values for, the securities that then
         comprise 20% or more of the Index or any Successor Index, on the
         Relevant Exchanges on which those securities are traded, at any time
         during the one hour period that ends at the Close of Trading on such
         day.

                  (4) Any event, other than an early closure, that disrupts or
         impairs the ability of market participants in general to effect
         transactions in, or obtain market values for, the futures or options
         contracts relating to the Index or any Successor Index on the primary
         exchange or quotation system on which those futures or options
         contracts are traded at any time during the one hour period that ends
         at the Close of Trading on such day.

                  (5) The closure of the Relevant Exchanges on which securities
         that then comprise 20% or more of the Index or any Successor Index are
         traded or on which futures or options contracts relating to the Index
         or any Successor Index are traded prior



                                                                               8


         to its scheduled closing time unless the earlier closing time is
         announced by the Relevant Exchanges at least one hour prior to the
         earlier of (i) the actual closing time for the regular trading session
         on the Relevant Exchanges and (ii) the submission deadline for orders
         to be entered into the Relevant Exchanges for execution at the Close of
         Trading on such day.

For purposes of determining whether a Market Disruption Event has occurred the
relevant percentage contribution of a security to the level of the Index or any
Successor Index will be based on a comparison of (x) the portion of the level of
the Index attributable to that security and (y) the overall level of the Index,
in each case immediately before the occurrence of the Market Disruption Event.

                  "Maturity Payment Amount" for each $1,000 principal amount of
Securities, shall equal:

                  o   If the Final Index Level is greater than or equal to the
                      Initial Index Level, the sum of:

                      (1) $1,000; and

                                                    Final Index   Initial Index
                                      Upside           Level    -      Level
                      (2) $1,000 x Participation x  ---------------------------
                                       Rate             Initial Index Level


                  o   If the Final Index Level is less than the Initial Index
                      Level and the Closing Index Level is at or above the
                      Threshold Level on all Exchange Business Days during the
                      Measurement Period, $1,000.

                  o   If the Final Index Level is less than the Initial Index
                      Level and the Closing Index Level has fallen below the
                      Threshold Level on any Exchange Business Day during the
                      Measurement Period, the product of:

                      (1) $1,000; and

                      (2)  Final Index Level
                          -------------------
                          Initial Index Level

                  If requested by the Trustee, the Maturity Payment Amount shall
be determined by the Calculation Agent pursuant to the Calculation Agency
Agreement.

                  "Measurement Period" shall mean the period from December 20,
2004 to and including the Valuation Date.

                  "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

                  "NYSE" shall mean The New York Stock Exchange, Inc.


                                                                               9


                  "Place of Payment" shall mean the place or places where the
principal of (and premium, if any) and interest, if any, on the Securities are
payable.

                  "Relevant Exchange" shall mean, for each security (or any
combination thereof then included in the Index or any Successor Index), the
primary securities exchange, quotation system, including any bulletin board
service, or other market of trading for such security.

                  "Russell" shall mean Frank Russell Company.

                  "Securities" shall have the meaning set forth on the reverse
of this Security.

                  "Security" shall have the meaning set forth on the face of
this Security.

                  "Stated Maturity Date" shall mean December 23, 2009 (or if
December 23, 2009 is not a Business Day, on the next Business Day); provided,
that if a Market Disruption Event occurs on the Valuation Date, the Stated
Maturity Date shall be the third Business Day following the date that the Final
Index Level on the postponed Valuation Date is determined.

                  "Successor Index" shall mean such substitute index as the
Calculation Agent may select pursuant to the Calculation Agency Agreement upon
discontinuance of the Index.

                  "Threshold Level" shall mean 446.635, as it may be adjusted
from time to time by the Calculation Agent to the extent it believes
appropriate, in a manner consistent with the adjustments to the method of
calculation of the Index or the Successor Index described in the Calculation
Agency Agreement.

                  "Trustee" shall have the meaning set forth on the reverse of
this Security.

                  "Upside Participation Rate" shall mean 110%.

                  "Valuation Date" shall mean December 18, 2009; provided, that
if a Market Disruption Event occurs on such day, then the Valuation Date shall
be the next following Exchange Business Day on which no Market Disruption Event
occurs; provided, however, if a Market Disruption Event occurs on each of the
eight Exchange Business Days following the original scheduled Valuation Date,
then (a) that eighth exchange business day shall be deemed the Valuation Date
and (b) the Calculation Agent shall determine the Final Index Level based upon
its good faith estimate of the value of the Index on that eighth Exchange
Business Day.

                  All terms used but not defined in this Security are used
herein as defined in the Calculation Agency Agreement or the Indenture.





                        --------------------------------

                  The following abbreviations, when used in the inscription on
the face of the within Security, shall be construed as though they were written
out in full according to applicable laws or regulations:




TEN COM -    as tenants in common                   UNIF GIFT MIN ACT - ______ Custodian ______
                                                                         (Cust)         (Minor)
TEN ENT -    as tenants by the entireties           under Uniform Gifts to Minors
JT TEN  -    as joint tenants with right of         Act ______________________________________
             Survivorship and not as tenants in                       ( State)
             common


                  Additional abbreviations may also be used though not in the
above list.

                        --------------------------------

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


- --------------------------------------


- ------------------------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)

- ------------------------------------------------------------------------------
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing

- ------------------------------------------------------------------------------
to transfer the said Security on the books of the Company, with full power of
substitution in the premises.

         Dated:
                                       -----------------------------------------

                  NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:


- ---------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.

EX-1.10

                          CALCULATION AGENCY AGREEMENT


                  CALCULATION AGENCY AGREEMENT, dated as of December 23, 2004
(the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and
Lehman Brothers Inc., as Calculation Agent.

                  WHEREAS, the Company has authorized the issuance of up to
$6,900,000 aggregate principal amount of Index-Plus Notes Due December 23, 2009,
Performance Linked to Russell 2000(R) Index (RTY) (the "Securities")*;

                  WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple
Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and

                  WHEREAS, the Company requests the Calculation Agent to perform
certain services described herein in connection with the Securities;

                  NOW THEREFORE, the Company and the Calculation Agent agree as
follows:

                  1. Appointment of Agent. The Company hereby appoints Lehman
         Brothers Inc., as Calculation Agent, and Lehman Brothers Inc. hereby
         accepts such appointment as the Company's agent for the purpose of
         performing the services hereinafter described upon the terms and
         subject to the conditions hereinafter mentioned.

                  2. Calculations and Information Provided. In response to a
         request made by the Trustee for a determination of the Maturity Payment
         Amount due on the Stated Maturity Date of the Securities, the
         Calculation Agent shall determine such Maturity Payment Amount and
         notify the Trustee of its determination. The Calculation Agent shall
         also be responsible for (a) the determination of the Successor Index if
         publication of the Index is discontinued, (b) the determination of the
         Closing Index Level if no Successor Index is available or if Russell or
         the publisher of any Successor Index, as the case may be, fails to
         calculate and announce a Closing Index Level on any date, (c)
         adjustments to the Index, the Successor Index or the Closing Index
         Level if the method of calculating any of these items changes in a
         material respect or if the Index or Successor Index is in any other way
         modified so that it does not, in the opinion of the Calculation Agent,
         fairly represent the value of the Index, or Successor Index, as the
         case may

- -----------------------
         *        Russell 2000(R) Index is a trademark of Frank Russell Company
                  and has been licensed for use by Lehman Brothers Holdings Inc.
                  The Securities, based on the performance of the Russell 2000
                  Index, are not sponsored, endorsed, sold or promoted by Frank
                  Russell Company and Frank Russell Company makes no
                  representation regarding the advisability of investing in the
                  Securities.


                                                                               2

         be, had such changes or modifications not been made, (d) adjustments to
         the threshold level, if required in order to reflect adjustments made
         in the Index or Successor Index and (e) the determination of whether a
         Market Disruption Event has occurred. The Calculation Agent shall
         notify the Trustee of all such adjustments or any such Successor Index,
         or if a Market Disruption Event has occurred. Annex A hereto sets forth
         the procedures the Calculation Agent will use to determine the
         information described in this Section 2.

                  3. Calculations. Any calculation or determination by the
         Calculation Agent pursuant hereto shall (in the absence of manifest
         error) be final and binding. Any calculation made by the Calculation
         Agent hereunder shall, at the Trustee's request, be made available at
         the Corporate Trust Office.

                  4. Fees and Expenses. The Calculation Agent shall be entitled
         to reasonable compensation for all services rendered by it as agreed to
         between the Calculation Agent and the Company.

                  5. Terms and Conditions. The Calculation Agent accepts its
         obligations herein set out upon the terms and conditions hereof,
         including the following, to all of which the Company agrees:

                  (a) in acting under this Agreement, the Calculation Agent is
         acting solely as an independent expert of the Company and does not
         assume any obligation toward, or any relationship of agency or trust
         for or with, any of the holders of the Securities;

                  (b) unless otherwise specifically provided herein, any order,
         certificate, notice, request, direction or other communication from the
         Company or the Trustee made or given under any provision of this
         Agreement shall be sufficient if signed by any person whom the
         Calculation Agent reasonably believes to be a duly authorized officer
         or attorney-in-fact of the Company or the Trustee, as the case may be;

                  (c) the Calculation Agent shall be obliged to perform only
         such duties as are set out specifically herein and any duties
         necessarily incidental thereto;

                  (d) the Calculation Agent, whether acting for itself or in any
         other capacity, may become the owner or pledgee of Securities with the
         same rights as it would have had if it were not acting hereunder as
         Calculation Agent; and

                  (e) the Calculation Agent shall incur no liability hereunder
         except for loss sustained by reason of its gross negligence or willful
         misconduct.

                  6. Resignation; Removal; Successor. (a) The Calculation Agent
         may at any time resign by giving written notice to the Company of such
         intention on its part, specifying the date on which its desired
         resignation shall become effective, subject to the appointment of a
         successor Calculation Agent and acceptance of such appointment by such
         successor Calculation Agent, as hereinafter provided. The Calculation
         Agent hereunder may be removed at any time by the filing with it of an
         instrument in writing signed by or on behalf of the Company and




                                                                               3


         specifying such removal and the date when it shall become effective.
         Such resignation or removal shall take effect upon the appointment by
         the Company, as hereinafter provided, of a successor Calculation Agent
         and the acceptance of such appointment by such successor Calculation
         Agent. In the event a successor Calculation Agent has not been
         appointed and has not accepted its duties within 90 days of the
         Calculation Agent's notice of resignation, the Calculation Agent may
         apply to any court of competent jurisdiction for the designation of a
         successor Calculation Agent.

                  (b) In case at any time the Calculation Agent shall resign, or
         shall be removed, or shall become incapable of acting, or shall be
         adjudged bankrupt or insolvent, or make an assignment for the benefit
         of its creditors or consent to the appointment of a receiver or
         custodian of all or any substantial part of its property, or shall
         admit in writing its inability to pay or meet its debts as they mature,
         or if a receiver or custodian of it or all or any substantial part of
         its property shall be appointed, or if any public officer shall have
         taken charge or control of the Calculation Agent or of its property or
         affairs, for the purpose of rehabilitation, conservation or
         liquidation, a successor Calculation Agent shall be appointed by the
         Company by an instrument in writing, filed with the successor
         Calculation Agent. Upon the appointment as aforesaid of a successor
         Calculation Agent and acceptance by the latter of such appointment, the
         Calculation Agent so superseded shall cease to be Calculation Agent
         hereunder.

                  (c) Any successor Calculation Agent appointed hereunder shall
         execute, acknowledge and deliver to its predecessor, to the Company and
         to the Trustee an instrument accepting such appointment hereunder and
         agreeing to be bound by the terms hereof, and thereupon such successor
         Calculation Agent, without any further act, deed or conveyance, shall
         become vested with all the authority, rights, powers, trusts,
         immunities, duties and obligations of such predecessor with like effect
         as if originally named as Calculation Agent hereunder, and such
         predecessor, upon payment of its charges and disbursements then unpaid,
         shall thereupon become obligated to transfer, deliver and pay over, and
         such successor Calculation Agent shall be entitled to receive, all
         moneys, securities and other property on deposit with or held by such
         predecessor, as Calculation Agent hereunder.

                  (d) Any corporation into which the Calculation Agent hereunder
         may be merged or converted or any corporation with which the
         Calculation Agent may be consolidated, or any corporation resulting
         from any merger, conversion or consolidation to which the Calculation
         Agent shall be a party, or any corporation to which the Calculation
         Agent shall sell or otherwise transfer all or substantially all of the
         assets and business of the Calculation Agent shall be the successor
         Calculation Agent under this Agreement without the execution or filing
         of any paper or any further act on the part of any of the parties
         hereto.

                  7. Certain Definitions. Terms not otherwise defined herein or
         in Annex A hereto are used herein as defined in the Indenture or the
         Securities.

                  8. Indemnification. The Company will indemnify the Calculation
         Agent against any losses or liability which it may incur or sustain in
         connection with its appointment or the exercise of its powers and
         duties hereunder except such as may result from the gross negligence or
         willful misconduct of the Calculation Agent or any of its agents or
         employees.



                                                                               4


         The Calculation Agent shall incur no liability and shall be indemnified
         and held harmless by the Company for, or in respect of, any action
         taken or suffered to be taken in good faith by the Calculation Agent in
         reliance upon written instructions from the Company.

                  9. Notices. Any notice required to be given hereunder shall be
         delivered in person, sent (unless otherwise specified in this
         Agreement) by letter, telex or facsimile transmission or communicated
         by telephone (confirmed in a writing dispatched within two Business
         Days), (a) in the case of the Company, to it at 745 Seventh Avenue, New
         York, New York 10019 (facsimile: (646) 758-3204) (telephone: (212)
         526-7000), Attention: Treasurer, with a copy to 399 Park Avenue, New
         York, New York 10022 (facsimile: (212) 526-0357) (telephone: (212)
         526-7000), Attention: Corporate Secretary, (b) in the case of the
         Calculation Agent, to it at 745 Seventh Avenue, New York, New York
         10019 (facsimile: (646) 758-4942) (telephone: (212) 526-7000),
         Attention: Equity Derivatives Trading and (c) in the case of the
         Trustee, to it at 388 Greenwich Street, 14th Floor, New York, New York
         10013 (facsimile: (212) 816-5527) (telephone: (212) 816-5773),
         Attention: Agency and Trust, or in any case, to any other address or
         number of which the party receiving notice shall have notified the
         party giving such notice in writing. Any notice hereunder given by
         telex, facsimile or letter shall be deemed to be served when in the
         ordinary course of transmission or post, as the case may be, it would
         be received.

                  10. Governing Law. This Agreement shall be governed by, and
         construed in accordance with, the laws of the State of New York.

                  11. Counterparts. This Agreement may be executed in any number
         of counterparts, each of which when so executed shall be deemed to be
         an original and all of which taken together shall constitute one and
         the same agreement.

                  12. Benefit of Agreement. This Agreement is solely for the
         benefit of the parties hereto and their successors and assigns, and no
         other person shall acquire or have any rights under or by virtue
         hereof.






                  IN WITNESS WHEREOF, this Calculation Agency Agreement has been
entered into as of the day and year first above written.

                                            LEHMAN BROTHERS HOLDINGS INC.

                                            By:
                                               ---------------------------------
                                               Karen Corrigan
                                               Vice President


                                            LEHMAN BROTHERS INC.,
                                             as Calculation Agent

                                            By:
                                               ---------------------------------
                                               Karen Corrigan
                                               Vice President














                        [Calculation Agency Agreement]




                                     ANNEX A

               1. The Index.

                  The Index is the Russell 2000 Index (the "Index"), as
calculated, published and disseminated by Frank Russell Company ("Russell").

               2. Determination of the Maturity Payment Amount.

                  The Calculation Agent shall, at the request of the Trustee,
determine the amount payable on the Stated Maturity Date for each $1,000
principal amount of Securities (the "Maturity Payment Amount").

                  The Maturity Payment Amount shall be the following:

                  o   If the Final Index Level is greater than or equal to the
                      Initial Index Level, the sum of:

                      (1) $1,000; and

                                                    Final Index   Initial Index
                                      Upside          Level     -      Level
                      (2) $1,000 x Participation x  ---------------------------
                                       Rate              Initial Index Level




                  o   If the Final Index Level is less than the Initial Index
                      Level and the Closing Index Level is at or above the
                      Threshold Level on all Exchange Business Days during the
                      Measurement Period, $1,000.

                  o   If the Final Index Level is less than the Initial Index
                      Level and the Closing Index Level has fallen below the
                      Threshold Level on any Exchange Business Day during the
                      Measurement Period, the product of:

                      (1) $1,000; and

                      (2)  Final Index Level
                          -------------------
                          Initial Index Level


                3. Discontinuance of the Index.

                  (a) If Russell discontinues publication of the Index and
Russell or another entity publishes a successor or substitute index (the
"Successor Index") that the Calculation Agent determines, in its sole discretion
exercised in good faith, to be comparable to the discontinued Index, then the
Calculation Agent shall determine the Closing Index Level to be used for
purposes of (a) determining whether the Closing Index Level has fallen below the
threshold level on any Exchange Business Day during the measurement period and
(b) computing the Maturity Payment Amount by reference to the Closing Index
Level of such Successor Index on the date that the Final Index Level is to be
determined.



                                                                               2


                  (b) Upon any selection by the Calculation Agent of a Successor
Index, the Company shall promptly give notice to the holders of the Securities.

                  (c) If Russell discontinues publication of the Index and the
Calculation Agent determines that no Successor Index is available at such time,
or if Russell (or the publisher of any Successor Index) fails to calculate and
announce a Closing Index Level for the Index (or a Successor Index) on any date
when it would ordinarily do so in accordance with its customary practice, the
Calculation Agent will determine the Closing Index Level to be used for purposes
of (a) determining whether the Closing Index Level has fallen below the
threshold level on any Exchange Business Day during the measurement period and
(b) computing the amount payable on the Stated Maturity Date. In such
circumstances, the Closing Index Level will be computed by the Calculation Agent
in accordance with the formula for and method of calculating the Index (or any
Successor Index) last in effect prior to such discontinuance, using the Closing
Index Level (or, if trading in any of the relevant securities has been
materially suspended or materially limited, its good faith estimate of the
Closing Index Level that would have prevailed but for such suspension or
limitation) at the close of the principal trading session on such date of each
security most recently comprising the Index (or any Successor Index) on the
Relevant Exchange on which such Security trades.

               4. Alteration of Method of Calculation.

                  If at any time the method of calculating the Index, any
Successor Index, or the Closing Index Level on any particular day, is changed in
a material respect, or if the Index or a Successor Index is in any other way
modified so that such Index does not, in the opinion of the Calculation Agent,
fairly represent the value of the Index or such Successor Index had such changes
or modifications not been made, then, from and after such time, the Calculation
Agent will, at the Close of Trading of the Relevant Exchanges on which the
securities comprising the Index or such Successor Index traded on any date the
Closing Index Level is to be determined, make such calculations and adjustments
as, in the good faith judgment of the Calculation Agent, may be necessary in
order to arrive at a level of a stock index comparable to the Index or such
Successor Index, as the case may be, as if such changes or modifications had not
been made. The Calculation Agent will calculate the Closing Index Level on any
particular day and the Maturity Payment Amount with reference to the Index or
such Successor Index, as adjusted. Accordingly, if the method of calculating the
Index or a Successor Index is modified so that the level of such index is a
fraction of what it would have been if it had not been modified (for example,
due to a split in the index), then the Calculation Agent shall adjust such index
in order to arrive at a level of the Index or such Successor Index as if it had
not been modified (for example, if such split had not occurred).

               5. Definitions.

                  Set forth below are the terms used in the Agreement and in
this Annex A.

                  "Agreement" shall have the meaning set forth in the preamble
to this Agreement.

                  "AMEX" shall mean the American Stock Exchange LLC.


                                                                               3


                  "Business Day", notwithstanding any provision in the
Indenture, shall mean any day that is not a Saturday, a Sunday or a day on which
the NYSE, Nasdaq or AMEX is not open for trading or banking institutions or
trust companies in the City of New York are authorized or obligated by law or
executive order to close.

                  "Calculation Agent" shall mean the person that has entered
into an agreement with the Company providing for, among other things, the
determination of the Maturity Payment Amount, which term shall, unless the
context otherwise requires, include its successors and assigns. The initial
Calculation Agent shall be Lehman Brothers Inc.

                  "Close of Trading" shall mean, in respect of any Relevant
Exchange, the scheduled weekday closing time on a day on which the Relevant
Exchange is scheduled to be open for trading for its respective regular trading
session, without regard to after hours or any other trading outside of the
regular trading sessions.

                  "Closing Index Level" shall mean, with respect to any day, in
the case of the Index or the Successor Index, the closing level of the Index or
the Successor Index, as the case may be, as reported by Russell or the publisher
of the Successor Index, as the case may be, on such day or as determined by the
Calculation Agent pursuant to this Agreement.

                  "Company" shall have the meaning set forth in the preamble to
this Agreement.

                  "Exchange Business Day" shall mean any day on which the Index
or the Successor Index is announced by its publisher or is otherwise determined
by the Calculation Agent.

                  "Final Index Level" shall equal the Closing Index Level on the
Valuation Date.

                  "Indenture" shall have the meaning set forth in the preamble
to this Agreement.

                  "Index" shall have the meaning set forth in Section 1 of this
Annex A.

                  "Initial Index Level" shall equal 638.05, the Closing Index
Level on December 20, 2004.

                  "Market Disruption Event", with respect to the Index or any
Successor Index shall mean any of the following events has occurred on any day
as determined by the Calculation Agent in its sole discretion:

         (1) A material suspension of or limitation imposed on trading relating
         to the securities that then comprise 20% or more of the Index or any
         Successor Index, by the Relevant Exchanges on which those securities
         are traded, at any time during the one-hour period that ends at the
         Close of Trading on such day, whether by reason of movements in price
         exceeding limits permitted by that Relevant Exchange. Limitations on
         trading during significant market fluctuations imposed pursuant to NYSE
         Rule 80B or any applicable rule or regulation enacted or promulgated by
         the NYSE, any other exchange, quotation system or market, any other
         self regulatory organization or the Securities and



                                                                               4

         Exchange Commission of similar scope or as a replacement for Rule 80B
         may be considered material.

         (2) A material suspension of, or limitation imposed on, trading in
         futures or options contracts relating to the Index or any Successor
         Index by the primary exchange on which those futures or options
         contracts are traded, at any time during the one-hour period that ends
         at the Close of Trading on such day, whether by reason of movements in
         price exceeding limits permitted by the exchanges or otherwise.

         (3) Any event, other than an early closure, that disrupts or impairs
         the ability of market participants in general to effect transactions
         in, or obtain market values for, the securities that then comprise 20%
         or more of the Index or any Successor Index, on the Relevant Exchanges
         on which those securities are traded, at any time during the one hour
         period that ends at the Close of Trading on such day.

         (4) Any event, other than an early closure, that disrupts or impairs
         the ability of market participants in general to effect transactions
         in, or obtain market values for, the futures or options contracts
         relating to the Index or any Successor Index on the primary exchange or
         quotation system on which those futures or options contracts are traded
         at any time during the one hour period that ends at the Close of
         Trading on such day.

         (5) The closure of the Relevant Exchanges on which securities that then
         comprise 20% or more of the Index or any Successor Index are traded or
         on which futures or options contracts relating to the Index or any
         Successor Index are traded prior to its scheduled closing time unless
         the earlier closing time is announced by the Relevant Exchanges at
         least one hour prior to the earlier of (i) the actual closing time for
         the regular trading session on the Relevant Exchanges and (ii) the
         submission deadline for orders to be entered into the Relevant
         Exchanges for execution at the Close of Trading on such day.

For purposes of determining whether a Market Disruption Event has occurred the
relevant percentage contribution of a security to the level of the Index or any
Successor Index will be based on a comparison of (x) the portion of the level of
the Index attributable to that security and (y) the overall level of the Index,
in each case immediately before the occurrence of the Market Disruption Event.

                  "Maturity Payment Amount" shall have the meaning set forth in
Section 2 of this Annex A.

                  "Measurement Period" shall mean the period from December 20,
2004 to and including the Valuation Date.

                  "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

                  "NYSE" shall mean The New York Stock Exchange, Inc.


                                                                               5

                  "Relevant Exchange" shall mean, for each security (or any
combination thereof then included in the Index or any Successor Index), the
primary securities exchange, quotation system, including any bulletin board
service, or other market of trading for such security.

                  "Russell" shall have the meaning set forth in Section 1 of
this Annex A.

                  "Securities" shall have the meaning set forth in the preamble
to this Agreement.

                  "Stated Maturity Date" shall mean December 23, 2009 (or if
December 23, 2009 is not a Business Day, on the next Business Day); provided,
that if a Market Disruption Event occurs on the Valuation Date, the Stated
Maturity Date shall be the third Business Day following the date that the Final
Index Level on the postponed Valuation Date is determined.

                  "Successor Index" shall have the meaning set forth in Section
3(a) of this Annex A.

                  "Threshold Level" shall mean 446.635, as it may be adjusted
from time to time by the Calculation Agent to the extent it believes
appropriate, in a manner consistent with the adjustments to the method of
calculation of the Index or a Successor Index described in Sections 3 and 4 of
this Annex A and under the circumstances described in Sections 3 and 4 of this
Annex A.

                  "Trustee" shall have the meaning set forth in the preamble to
this Agreement.

                  "Upside Participation Rate" shall mean 110%.

                  "Valuation Date" shall mean December 18, 2009; provided, that
if a Market Disruption Event occurs on such day, then the Valuation Date shall
be the next following Exchange Business Day on which no Market Disruption Event
occurs; provided, however, if a Market Disruption Event occurs on each of the
eight Exchange Business Days following the original scheduled Valuation Date,
then (a) that eighth Exchange Business Day shall be deemed the Valuation Date
and (b) the Calculation Agent shall determine the Final Index Level based upon
its good faith estimate of the value of the Index on that eighth Exchange
Business Day.