Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-121061


The information in this preliminary pricing supplement is not complete and may
be changed. This preliminary pricing supplement and the accompanying prospectus
supplements and prospectus are not an offer to sell these securities and we are
not soliciting an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2005

PRELIMINARY PRICING SUPPLEMENT No. 14
to Prospectus Supplement dated May 18, 2005
to Prospectus Supplement dated May 18, 2005
and Prospectus dated May 18, 2005

                                   $40,000,000
                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES H
                          2.00% Notes Due March 3, 2009
          Performance Linked to the Common Stock of Morgan Stanley (MS)

Because these notes are part of a series of Lehman Brothers Holdings' debt
securities called Medium-Term Notes, Series H, this preliminary pricing
supplement and the accompanying prospectus supplement, dated May 18, 2005 (the
"synthetic convertible prospectus supplement") should also be read with the
accompanying prospectus supplement, dated May 18, 2005 (the "MTN prospectus
supplement") and the accompanying prospectus dated May 18, 2005 (the "base
prospectus"). Terms used here have the meanings given them in the synthetic
convertible prospectus supplement, the MTN prospectus supplement or the base
prospectus, unless the context requires otherwise.

o   REFERENCE EQUITY: The common stock of Morgan Stanley. Morgan Stanley is not
    involved in this offering and has no obligation with respect to the notes.

o   STATED MATURITY DATE: March 3, 2009, subject to postponement if the
    valuation date is postponed.

o   INTEREST RATE: 2.00% per annum.

o   INTEREST PAYMENT DATES: March and September of each year, beginning on
    September 3, 2006.

o   INTEREST PAYMENT RECORD DATES: 15 calendar days prior to each interest
    payment date.

o   PRINCIPAL AMOUNT: $1,000 per note, and in the aggregate, $40,000,000.

o   THRESHOLD VALUE: 123.75% of the average execution price per share of common
    stock that an affiliate of Lehman Brothers Holdings will pay to hedge Lehman
    Brothers Holdings' obligations under the notes.

o   REDEMPTION: The notes are not subject to redemption by Lehman Brothers
    Holdings.

o   OPTIONAL REPURCHASE NOTICE PERIOD: Eight business days.

o   DETERMINATION PERIOD: Three business days.

o   MULTIPLIER: The initial multiplier for the shares of common stock of Morgan
    Stanley is 1.0. The multiplier is subject to adjustment under various
    circumstances, as described under the caption "Description of the
    Notes--Adjustments to multipliers and to securities included in the
    calculation of the settlement value" on page SS-16 of the synthetic
    convertible prospectus supplement, including if Morgan Stanley pays a
    quarterly cash dividend of more than the base dividend of $0.27 per share on
    its shares of common stock. The effective adjustment date for adjusting the
    multiplier will be the first business day immediately following the 26th day
    of each February, May, August or November and the valuation date, as
    applicable.

o   STOCK SETTLEMENT: Yes, upon exercise by the holder of the repurchase option
    and at the option of Lehman Brothers Holdings at maturity, all as described
    under the caption "Description of the Notes--Stock settlement" on page SS-21
    of the synthetic convertible prospectus supplement. Lehman Brothers Holdings
    will provide the trustee with not less than 15 calendar days' prior written
    notice if it elects the stock settlement option.

o   LISTING: The notes will not be listed on any exchange.

 Investing in the notes involves risks. Risk Factors begin on page SS-7 of the
                  synthetic convertible prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
preliminary pricing supplement, any accompanying prospectus supplement or any
accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

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

                                                       Per Note        Total
                                                       --------     -----------

Public offering price ............................      100.00%     $40,000,000
Underwriting discount ............................        0.25%     $   100,000
Proceeds to Lehman Brothers Holdings .............       99.75%     $39,900,000

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


Lehman Brothers Holdings has granted the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional $6,000,000
aggregate principal amount of notes on the same terms and conditions set forth
above solely to cover over-allotments, if any.

The notes are expected to be ready for delivery in book-entry form only through
The Depository Trust Company on or about March 8, 2006.

                              --------------------
                                 LEHMAN BROTHERS

February   , 2006




              EXAMPLES OF AMOUNT PAYABLE AT MATURITY OR REPURCHASE

Here are two examples of hypothetical alternative redemption amount
calculations. In each of these examples it is assumed that (a) Morgan Stanley
does not change the amount of the quarterly cash dividends that it pays on its
shares of common stock during the term of the notes and (b) the threshold value
is $75.4875.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $70:

Alternative redemption amount per $1,000 note =

                    $70.00
    $1,000   x    --------       =   $927.30
                  $75.4875

As a result, on the maturity date, you would receive $1,000, plus accrued but
unpaid interest, per $1,000 note because $1,000 is greater than $927.30. If you
require Lehman Brothers Holdings to repurchase your notes, you would only
receive $927.30, plus accrued but unpaid interest, per $1,000 note.

In the case of stock settlement in this example, you would receive, if you held
a $1,000 note, 14 shares of common stock of Morgan Stanley plus $20.00 in cash
at maturity, or 13 shares of common stock of Morgan Stanley plus $17.30 in cash,
plus accrued but unpaid interest, upon repurchase. To the extent that you hold
more than $1,000 aggregate principal amount of notes, the calculations of cash
payments in lieu of fractional shares would be made on an aggregate, rather than
on a per $1,000 note, basis. For example, if you held $40,000,000 aggregate
principal amount of notes, you would receive, in total, 571,428 shares of common
stock of Morgan Stanley plus $40.00 in cash, plus accrued but unpaid interest,
at maturity, or 529,885 shares of common stock of Morgan Stanley plus $50.00 in
cash, plus accrued but unpaid interest, upon repurchase.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $85:

Alternative redemption amount per $1,000 note =

                    $85.00
    $1,000   x    --------       =   $1,126.01
                  $75.4875

As a result, on the maturity date, you would receive $1,126.01, plus accrued but
unpaid interest, per $1,000 note because $1,126.01 is greater than $1,000. If
you require Lehman Brothers Holdings to repurchase your notes, you would also
receive $1,126.01, plus accrued but unpaid interest, per $1,000 note.

In the case of stock settlement in this example, you would receive, if you held
a $1,000 note, 13 shares of common stock of Morgan Stanley plus $21.01 in cash,
plus accrued but unpaid interest, at maturity or upon repurchase. To the extent
that you hold more than $1,000 aggregate principal amount of notes, the
calculations of cash payments in lieu of fractional shares would be made on an
aggregate, rather than on a per $1,000 note, basis. For example, if you held
$40,000,000 aggregate principal amount of notes, you would receive, in total,
529,887 shares of common stock of Morgan Stanley plus $5.00 in cash, plus
accrued but unpaid interest, at maturity or upon repurchase.

To the extent the actual settlement value or threshold value differs from the
values assumed above or that Morgan Stanley changes the amount of the quarterly
cash dividends it pays, the results indicated above would be different.


                                      PS-2



                                 THE INDEX STOCK

MORGAN STANLEY

Lehman Brothers Holdings has obtained the following information regarding Morgan
Stanley from Morgan Stanley's reports filed with the SEC.

Morgan Stanley is a global financial services firm that, through subsidiaries
and affiliates, provides products and services to a large and diversified group
of clients and customers, including corporations, governments, financial
institutions and individuals. The company conducts business from its
headquarters in and around New York City, its regional offices and branches
throughout the U.S. and principal offices in London, Tokyo, Hong Kong and other
world financial centers.

The index stock is registered under the Securities Exchange Act of 1934.
Companies with securities registered under that Act are required to file
periodically certain financial and other information specified by the SEC.
Information provided to or filed with the SEC can be inspected and copied at the
public reference facilities maintained by the SEC or through the SEC's website
described under "Where You Can Find More Information" on page 58 of the
accompanying base prospectus. In addition, information regarding the index stock
issuer may be obtained from other sources including, but not limited to, press
releases, newspaper articles and other publicly disseminated documents.

HISTORICAL INFORMATION ABOUT THE SHARES OF COMMON STOCK OF MORGAN STANLEY

The shares of common stock of Morgan Stanley are listed on The New York Stock
Exchange under the symbol "MS".

The following table presents the high and low closing prices for the shares of
common stock of Morgan Stanley, as reported on The New York Stock Exchange
during each fiscal quarter in 2003, 2004, 2005 and 2006 (through the business
day immediately prior to the date of this preliminary pricing supplement), and
the closing price at the end of each quarter in 2003, 2004, 2005 and 2006
(through the business day immediately prior to the date of this preliminary
pricing supplement).

The historical prices of the index stock are not necessarily indicative of
future performance. Lehman Brothers Holdings cannot assure you that the prices
of the index stock will not fall below the threshold value or will increase
enough so that the alternative redemption amount will be greater than or equal
to $1,000. The historical prices below have been adjusted to reflect any stock
splits or reverse stock splits.

All information in the table that follows was obtained from Bloomberg L.P.,
without independent verification.


                                      PS-3



                                                  High      Low     Period End
                                                -------   -------   ----------
2003
     First Quarter ..........................   $ 43.81   $ 33.57     $ 38.35
     Second Quarter .........................     49.67   $ 39.86     $ 42.75
     Third Quarter ..........................     52.93   $ 44.19     $ 50.46
     Fourth Quarter .........................     58.60   $ 51.20     $ 57.87
2004
     First Quarter ..........................   $ 62.22   $ 55.90     $ 57.30
     Second Quarter .........................     57.22   $ 50.61     $ 52.77
     Third Quarter ..........................     52.95   $ 46.80     $ 49.30
     Fourth Quarter .........................     55.53   $ 47.30     $ 55.52
2005
     First Quarter ..........................   $ 60.32   $ 53.61     $ 57.25
     Second Quarter .........................     58.30   $ 48.22     $ 52.47
     Third Quarter ..........................     54.42   $ 50.83     $ 53.94
     Fourth Quarter .........................     58.48   $ 51.70     $ 56.74
2006
     First Quarter ........(through 02/23/06)   $ 61.83   $ 57.85     $ 60.85


                                      PS-4



HYPOTHETICAL RETURNS

The table below illustrates, for a range of hypothetical settlement values
calculated on the valuation date, in each case assuming that the threshold value
is $75.4875:

o   the hypothetical alternative redemption amount per $1,000 note;

o   the percentage change from the principal amount to the hypothetical
    alternative redemption amount;

o   the hypothetical total amount payable at stated maturity per $1,000 note
    (without interest);

o   the hypothetical total rate of return (without interest);

o   the hypothetical annualized pre-tax rate of return (without interest);

o   the hypothetical total rate of return (including interest); and

o   the hypothetical annualized pre-tax rate of return (including interest).



                                                      HYPOTHETICAL
                                      PERCENTAGE      TOTAL AMOUNT
                                      CHANGE OF        PAYABLE AT                                                   HYPOTHETICAL
HYPOTHETICAL         HYPOTHETICAL    HYPOTHETICAL        STATED     HYPOTHETICAL   HYPOTHETICAL     HYPOTHETICAL   ANNUALIZED PRE
 SETTLEMENT          ALTERNATIVE     ALTERNATIVE      MATURITY PER   TOTAL RATE  ANNUALIZED PRE-   TOTAL RATE OF    TAX RATE OF
LEVEL ON THE          REDEMPTION      REDEMPTION      $1,000 NOTE    OF RETURN      TAX RATE OF        RETURN          RETURN
 VALUATION            AMOUNT PER   AMOUNT OVER THE      (WITHOUT      (WITHOUT    RETURN (WITHOUT    (INCLUDING      (INCLUDING
    DATE             $1,000 NOTE   PRINCIPAL AMOUNT    INTEREST)     INTEREST)       INTEREST)        INTEREST)       INTEREST)
---------------------------------------------------------------------------------------------------------------------------------

   $0.00                 $0.00        -100.00%        $1,000.00        0.00%           0.00%            6.00%           1.96%
  $20.00               $264.94         -73.51%        $1,000.00        0.00%           0.00%            6.00%           1.96%
  $40.00               $529.89         -47.01%        $1,000.00        0.00%           0.00%            6.00%           1.96%
  $60.00               $794.83         -20.52%        $1,000.00        0.00%           0.00%            6.00%           1.96%
  $75.4875 (1)       $1,000.00           0.00%        $1,000.00        0.00%           0.00%            6.00%           1.96%
  $80.00             $1,059.78           5.98%        $1,059.78        5.98%           1.95%           11.98%           3.84%
 $100.00             $1,324.72          32.47%        $1,324.72       32.47%           9.83%           38.47%          11.46%
 $120.00             $1,589.67          58.97%        $1,589.67       58.97%          16.71%           64.97%          18.16%
 $140.00             $1,854.61          85.46%        $1,854.61       85.46%          22.86%           91.46%          24.17%


(1)   The $75.4875 hypothetical settlement value reflects the assumed threshold
      value.

______________________

For purposes of this table, it is assumed that Morgan Stanley does not change
the amount of the quarterly cash dividends that it pays on its shares of common
stock during the term of the notes.

The above figures are for purposes of illustration only. The actual amount
received by investors and the resulting total and pre-tax rates of return will
depend entirely on the actual settlement value determined by the calculation
agent. In particular, the actual settlement value could be lower or higher than
those reflected in the table.

The table above only provides hypothetical return information with regard to
notes held to maturity. It is not applicable in the case of notes repurchased
prior to the stated maturity date.

You should compare the features of the notes to other available investments
before deciding to purchase the notes. Due to the uncertainty as to whether the
alternative redemption amount, at stated maturity or in connection with a
repurchase, will be greater than $1,000 per $1,000 note, the return on
investment with respect to the notes may be higher or lower than the return
available on other securities issued by Lehman


                                      PS-5



Brothers Holdings or by others and available through Lehman Brothers Inc. You
should reach an investment decision only after carefully considering the
suitability of the notes in light of your particular circumstances.

           SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Lehman Brothers Holdings is required to provide the comparable yield to you and,
solely for tax purposes, is also required to provide a projected payment
schedule that includes the actual interest payments on the notes and estimates
the amount and timing of contingent payments on the notes. Lehman Brothers
Holdings has determined that the comparable yield is an annual rate of 5.0755%
compounded semi-annually. Based on the comparable yield, the projected payment
schedule per $1,000 note is $10.00 semi-annually and $1108.32 due at maturity.
Lehman Brothers Holdings agrees and, by purchasing a note, you agree, for United
States federal income tax purposes, to be bound by Lehman Brothers Holdings'
determination of the comparable yield and projected payment schedule. As a
consequence, for United States federal income tax purposes, you must use the
comparable yield determined by Lehman Brothers Holdings and the projected
payments set forth in the projected payment schedule prepared by Lehman Brothers
Holdings in determining your interest accruals, and the adjustments thereto, in
respect of the notes.

Because there is no statutory, judicial, or administrative authority directly
addressing the characterization of notes with terms such as the notes for United
States federal income tax purposes, it is possible that the Internal Revenue
Service could assert characterizations other than those described in the
accompanying synthetic convertible prospectus supplement that could affect the
timing, amount and character of income, gain, loss or deduction. You should
consult your own tax advisors concerning the federal income tax consequences of
the notes in light of your particular situation. See "United States Federal
Income Tax Consequences" in the accompanying synthetic convertible prospectus
supplement.


                                      PS-6



                        SUPPLEMENTAL PLAN OF DISTRIBUTION

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. and Lehman
Brothers Inc. has agreed to purchase, all of the notes at the price indicated on
the cover of this preliminary pricing supplement.

Lehman Brothers Holdings has agreed to indemnify Lehman Brothers Inc. against
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that Lehman Brothers Inc. may be required to make
relating to these liabilities as described in the MTN prospectus supplement and
the base prospectus.

Lehman Brothers Inc. will offer the notes initially at a public offering price
equal to the issue price set forth on the cover of this preliminary pricing
supplement. After the initial public offering, the public offering price may
from time to time be varied by Lehman Brothers Inc.

Lehman Brothers Holdings has granted to Lehman Brothers Inc. an option to
purchase, at any time within 13 days of the original issuance of the notes, up
to $6,000,000 additional aggregate principal amount of notes solely to cover
over-allotments. To the extent that the option is exercised, Lehman Brothers
Inc. will be committed, subject to certain conditions, to purchase the
additional notes. If this option is exercised in full, the total public offering
price, the underwriting discount and proceeds to Lehman Brothers Holdings would
be $46,000,000, $115,000 and $45,885,000, respectively.

Lehman Brothers Holdings expects to deliver the notes against payment on or
about March 3, 2006, which is the fifth business day following the date of this
preliminary pricing supplement.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally
are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, if any purchaser wishes to trade
the notes on the date of this preliminary pricing supplement, it will be
required, by virtue of the fact that the notes initially will settle on the
fifth business day following the date of this preliminary pricing supplement, to
specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement.

An affiliate of Lehman Brothers Holdings will enter into a swap transaction in
connection with the notes and will receive customary compensation for that
transaction.


                                      PS-7



                                   $40,000,000


                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES H


                          2.00% NOTES DUE MARCH 3, 2009
                            PERFORMANCE LINKED TO THE
                       COMMON STOCK OF MORGAN STANLEY (MS)


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

                         PRELIMINARY PRICING SUPPLEMENT
                                FEBRUARY 24, 2006

                        (INCLUDING PROSPECTUS SUPPLEMENT
                               DATED MAY 18, 2005,

                              PROSPECTUS SUPPLEMENT
                             DATED MAY 18, 2005 AND

                                   PROSPECTUS
                               DATED MAY 18, 2005)


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


                                 LEHMAN BROTHERS