424B5 1 file001.htm DEFINITIVE MATERIALS

Filed pursuant to rule 424(b)(5)
Registration Statement No. 333-121067

PRICING SUPPLEMENT No. 13
to Prospectus Supplement dated May 18, 2005
to Prospectus Supplement dated May 18, 2005
and Prospectus dated May 18, 2005
1,219,513 YEELDS(R)
LEHMAN BROTHERS HOLDINGS INC.
MEDIUM-TERM NOTES, SERIES H
0.00% Yield Enhanced Equity Linked Debt Securities Due August 29, 2006
Performance Linked to Advanced Micro Devices, Inc. (AMD) Common Stock

Because these notes are part of a series of Lehman Brothers Holdings' debt
securities called Medium-Term Notes, Series H, this pricing supplement and the
accompanying prospectus supplement, dated May 18, 2005 (the "YEELDS 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 YEELDS prospectus supplement, the MTN prospectus
supplement or the base prospectus, unless the context requires otherwise.

o INDEX STOCK ISSUER: Advanced Micro Devices, Inc. Advanced Micro Devices,
Inc. is not involved in this offering and has no obligation with respect
to the notes.
o INDEX STOCK: The common stock of the index stock issuer.
o STATED MATURITY DATE: August 29, 2006, subject to postponement if the
valuation date is postponed.
o VALUATION DATE: August 22, 2006, subject to postponement if a market
disruption event occurs or if such day is not a scheduled trading day, as
described under the caption "Description of the Notes-Settlement value" on
page SS-12 of the YEELDS prospectus supplement.
o DETERMINATION PERIOD: Five business days.
o COUPON RATE: 0.00% per annum.
o PRINCIPAL AMOUNT: $41.00 per YEELDS, and in aggregate, $50,000,033.00.
o LISTING: The YEELDS will not be listed on any exchange.
o EQUITY CAP PRICE: $49.20, which represents 120.00% of the initial value.
o INITIAL VALUE: $41.00, which is the average execution price per share for
the index stock that an affiliate of Lehman Brothers Holdings has paid to
hedge Lehman Brothers Holdings' obligations under the notes.
o TRIGGER PRICE: $24.5795, which is 59.95% of the initial value.
o DENOMINATIONS: $41.00 and integral multiples thereof.
o PAYMENT AT MATURITY: On the stated maturity date, Lehman Brothers Holdings
will pay you, per YEELDS, the lesser of:
(1) the alternative redemption amount; and
(2) $49.20
provided that, if the adjusted intraday price of the index stock multiplied
by the multiplier then in effect is at or above the trigger price on all
scheduled trading days during the measurement period and the settlement
value is less than $41.00, Lehman Brothers Holdings will pay you $41.00 per
YEELDS.

The adjusted intraday price of the index stock on any scheduled trading day
will equal the then-current intraday price of the index stock, plus the
dividend adjustment amount in effect on such scheduled trading day. The
measurement period will begin on the date of this pricing supplement and
end on the valuation date.

Because the principal amount is equal to the initial value, the alternative
redemption amount per YEELDS will equal the settlement value.

The settlement value will be based upon the adjusted closing price of the
index stock on the valuation date, and shall generally be equal to the
adjusted closing price multiplied by the multiplier, as described beginning
on page PS-2 of this pricing supplement under "Settlement Value Based Upon
Adjusted Closing Price".

o STOCK SETTLEMENT OPTION: Yes, at the option of Lehman Brothers Holdings at
maturity, as described under the caption "Description of the Notes-Stock
Settlement" on page SS-16 of the YEELDS prospectus supplement. Lehman
Brothers Holdings will provide the trustee with prior written notice no
later than the valuation date if it elects the stock settlement option.
o CUSIP NUMBER: 52520W838
o ISIN NUMBER: US52520W8385

Investing in the notes involves risks. Risk Factors begin on page SS-6 of the
YEELDS prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
pricing supplement, any accompanying YEELDS prospectus supplement or any
accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

Per YEELDS Total
---------- ---------------
Public offering price..................... $41.0000 $50,000,033.00
Underwriting discount..................... $0.1025 $125,000.08
Proceeds to Lehman Brothers Holdings...... $40.8975 $49,875,032.92

Lehman Brothers Holdings has granted the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional 182,926 YEELDS 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 2, 2006.
LEHMAN BROTHERS
February 23, 2006
"YEELDS" is a registered trademark of Lehman Brothers Inc.

SETTLEMENT VALUE BASED UPON ADJUSTED CLOSING PRICE

Notwithstanding the statement in the YEELDS prospectus supplement in the first
sentence under "Description of Notes--Settlement value" that the settlement
value will be based upon the closing price of the index stock, in the case of
the YEELDS offered hereby, the settlement value will be based upon the adjusted
closing price of the index stock on the valuation date, and shall generally be
equal to such adjusted closing price multiplied by the multiplier then in
effect. Adjustments to the closing price will occur, as described below, if
Advanced Micro Devices, Inc. pays dividends on its shares of common stock during
the term of the YEELDS.

The adjusted closing price of Advanced Micro Devices, Inc. common stock on any
scheduled trading day will equal the closing price of such common stock on such
scheduled trading day, plus the dividend adjustment amount (which may be a
negative number) in effect on such scheduled trading day. The dividend
adjustment amount shall initially be zero.

The "base dividend" shall be $0.00, the amount of the quarterly dividend per
share of common stock most recently paid by Advanced Micro Devices, Inc. prior
to the date of this pricing supplement. The base dividend is subject to
adjustment in the event of certain events affecting the shares of common stock
of Advanced Micro Devices, Inc. such as share splits, reverse share splits or
reclassifications, as determined by the calculation agent, in its good faith
judgment.

If the calculation agent determines in its sole and absolute discretion that
Advanced Micro Devices, Inc. has failed to declare or make a quarterly dividend
payment, the effective adjustment date for adjusting the dividend adjustment
amount will be the first business day immediately following July 11, 2006 and
the valuation date, as applicable.

If, during the period from, but excluding, the date of this pricing supplement
to the valuation date, holders of record of Advanced Micro Devices, Inc. common
stock are entitled to receive a cash dividend (other than an extraordinary cash
dividend, as determined by the calculation agent in its good faith judgment)
from Advanced Micro Devices, Inc., the dividend adjustment amount then in effect
shall be increased on the effective adjustment date by an amount equal to the
new dividend. Any such upward adjustment to the dividend adjustment amount may
increase the amount you receive upon maturity.

The dividend adjustment amount in effect at any time shall be adjusted in the
event of certain events affecting the shares of common stock of Advanced Micro
Devices, Inc., such as share splits, reverse share splits or reclassifications,
as determined by the calculation agent, in its good faith judgment.

You may call Lehman Brothers Inc. at 212-526-0905 to obtain the current value of
the dividend adjustment amount.

SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Because the notes are in form debt and the notes provide principal protection
unless the index stock significantly declines in value, there can be no
assurance that the Internal Revenue Service will agree that the notes should be
treated as financial contracts giving rise to capital gain or loss instead of
debt subject to the contingent debt rules which will require current income
accrual and will generally give rise to ordinary income or loss. See the YEELDS
Prospectus Supplement under "United States Federal Income Tax
Consequences--United States Holders--Alternative Characterizations".

PS-2

EXAMPLES OF AMOUNT PAYABLE AT MATURITY

Here are three examples of the amount that may be payable on the stated maturity
date. In each of these examples it is assumed that Advanced Micro Devices, Inc.
does not pay any cash dividends on its shares of common stock during the term of
the YEELDS.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $38.00 AND THE ADJUSTED INTRADAY
PRICE OF THE INDEX STOCK MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT WAS AT OR
ABOVE THE TRIGGER PRICE ON ALL SCHEDULED TRADING DAYS DURING THE MEASUREMENT
PERIOD:

As a result, because (i) the settlement value of $38.00 is less than $41.00 and
(ii) the adjusted intraday price of the index stock multiplied by the multiplier
then in effect was at or above $24.5795 on all scheduled trading days during the
measurement period, on the stated maturity date, you would receive $41.00 per
YEELDS, plus accrued but unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date the number of shares of the index stock and cash having a value on
the valuation date equal to $41.00 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, one share of index stock and $3.00 in cash, plus accrued but unpaid
coupon payments. To the extent that you hold more than one YEELDS, the
calculations of cash payments in lieu of fractional shares would be made on an
aggregate, rather than on a per YEELDS, basis. For example, if you held
1,219,513 YEELDS, you would receive on the stated maturity date, in total,
1,315,790 shares of index stock and $13.00 in cash, plus accrued but unpaid
coupon payments.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $38.00 AND THE ADJUSTED INTRADAY
PRICE OF THE INDEX STOCK MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT FELL BELOW
THE TRIGGER PRICE ON A SCHEDULED TRADING DAY DURING THE MEASUREMENT PERIOD:

As a result, because (i) the settlement value of $38.00 is less than $41.00 and
(ii) the adjusted intraday price of the index stock multiplied by the multiplier
then in effect fell below $24.5795 on a scheduled trading day during the
measurement period, on the stated maturity date, you would receive $38.00 per
YEELDS, plus accrued but unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date a number of shares of the index stock and cash having a value on
the valuation date equal to $38.00 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, one share of index stock, plus accrued but unpaid coupon payments.
If you held 1,219,513 YEELDS, you would receive on the stated maturity date, in
total, 1,219,513 shares of index stock, plus accrued but unpaid coupon payments.

EXAMPLE 3. ASSUMING THE SETTLEMENT VALUE IS $55.00:

As a result, because $49.20 is less than the settlement value of $55.00, on the
stated maturity date, you would receive $49.20 per YEELDS, plus accrued but
unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date a number of shares of the index stock and cash having a value on
the valuation date equal to $49.20 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, $49.20 in cash, plus accrued but unpaid coupon payments. To the
extent that you hold more than one YEELDS, the calculations of cash payments in
lieu of fractional shares would be made on an aggregate, rather than on a per
YEELDS, basis. For example, if you held 1,219,513 YEELDS, you would receive on
the stated maturity date in total, 1,090,909 shares of index stock and $44.60 in
cash, plus accrued but unpaid coupon payments.

To the extent the actual settlement value differs from the values assumed above
or that Advanced Micro Devices, Inc. begins to pay cash dividends, the results
indicated above would be different.

PS-3

INDEX STOCK ISSUER AND INDEX STOCK

ADVANCED MICRO DEVICES, INC.

Lehman Brothers Holdings has obtained the following information regarding
Advanced Micro Devices, Inc. from Advanced Micro Devices, Inc.'s reports filed
with the SEC.

Advanced Micro Devices, Inc. designs, manufactures and markets industry-standard
digital integrated circuits that are used in diverse product applications such
as desktop and mobile personal computers, or PCs, workstations, servers,
communications equipment such as mobile telephones, and automotive and consumer
electronics. Advanced Micro Devices, Inc.'s products consist primarily of
microprocessors and Flash memory devices. In addition, Advanced Micro Devices,
Inc. offers embedded microprocessors for personal connectivity devices and
specific consumer markets.

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 INDEX STOCK

The shares of common stock of Advanced Micro Devices, Inc. are listed on The New
York Stock Exchange under the symbol "AMD".

The following table presents the high and low closing prices for the shares of
common stock of Advanced Micro Devices, Inc., as quoted on The New York Stock
Exchange during each fiscal quarter in 2003, 2004, 2005 and 2006 (through the
date of this pricing supplement), and the closing price at the end of each
quarter in 2003, 2004, 2005 and 2006 (through the date of this 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 remain at, or increase above, the initial value;
accordingly, there can be no assurance that the payment you receive at maturity
will equal or exceed the principal amount. 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-4

HIGH LOW PERIOD END
------ ----- ----------
2003
First Quarter............................ $7.45 $4.94 $6.18
Second Quarter........................... 8.44 6.31 6.41
Third Quarter............................ 12.79 6.54 11.11
Fourth Quarter........................... 18.29 11.17 14.90

2004
First Quarter............................ $17.38 $13.99 $16.23
Second Quarter........................... 17.45 13.87 15.90
Third Quarter............................ 15.50 10.86 13.00
Fourth Quarter........................... 24.85 13.43 22.02

2005
First Quarter............................ $21.41 $14.86 $16.12
Second Quarter........................... 18.21 14.16 17.34
Third Quarter............................ 25.20 17.45 25.20
Fourth Quarter........................... 31.70 21.00 30.60

2006
First Quarter (through the date of this
pricing supplement).................... $42.10 $32.40 $40.39

PS-5

HYPOTHETICAL RETURNS

The tables below illustrate, for a range of hypothetical settlement values on
the valuation date, in each case assuming that (a) the investment is held from
the date on which the YEELDS are first issued until the stated maturity date and
(b) Advanced Micro Devices, Inc. does not pay any cash dividends on its shares
of common stock during the term of the YEELDS:

o the percentage change from the issue price to the hypothetical settlement
value on the valuation date;

o the total coupon payments paid or payable on or before the stated maturity
date per YEELDS;

o the hypothetical total amount payable per YEELDS on the stated maturity
date;

o the hypothetical total annualized yield on the YEELDS on the stated
maturity date; and

o the hypothetical total annualized yield from direct ownership of the index
stock.

The hypothetical results illustrated in the first table assume that the adjusted
intraday price of the index stock multiplied by the multiplier then in effect is
at or above the trigger price on all scheduled trading days during the
measurement period. Those in the second table assume that the adjusted intraday
price of the index stock multiplied by the multiplier then in effect has fallen
below the trigger price on any scheduled trading day during the measurement
period.

TABLE 1: ADJUSTED INTRADAY PRICE MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT IS
AT OR ABOVE THE TRIGGER PRICE ON ALL SCHEDULED TRADING DAYS DURING THE
MEASUREMENT PERIOD.

TOTAL COUPON
PERCENTAGE CHANGE PAYMENTS PAID OR HYPOTHETICAL HYPOTHETICAL TOTAL HYPOTHETICAL TOTAL
FROM $41.00 TO THE PAYABLE ON OR AMOUNT PAYABLE ON ANNUALIZED YIELD ANNUALIZED YIELD
HYPOTHETICAL HYPOTHETICAL BEFORE THE STATED THE STATED MATURITY ON THE NOTES FROM DIRECT
SETTLEMENT VALUE ON SETTLEMENT VALUE ON MATURITY DATE PER DATE PER YEELDS ON THE STATED OWNERSHIP OF
THE VALUATION DATE THE VALUATION DATE YEELDS (1) MATURITY DATE (2) COMMON STOCKS
------------------- ------------------- ----------------- ------------------- ------------------ ------------------

$24.6000 -40% $0.0000 $41.0000 0.0% -64.6%
28.7000 -30 0.0000 41.0000 0.0 -51.6
32.8000 -20 0.0000 41.0000 0.0 -36.5
36.9000 -10 0.0000 41.0000 0.0 -19.3
41.0000 0 0.0000 41.0000 0.0 0.0
43.0500 5 0.0000 43.0500 10.4 10.4
45.1000 10 0.0000 45.1000 21.3 21.4
49.2000 20 0.0000 49.2000 44.6 44.9
53.3000 30 0.0000 49.2000 44.6 70.5

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

(1) Excludes accrued but unpaid coupon payments payable on the stated maturity
date.
(2) The hypothetical total annualized yield on the stated maturity date
represents the coupon rate per year used in determining the present values,
discounted to the original issue date (computed on the basis of a 360-day
year of twelve 30-day months compounded annually), of all payments made or
to be made on the YEELDS, including the amount payable on the stated
maturity date and all coupon payments through the stated maturity date, the
sum of these present values being equal to the original issue price.

PS-6

TABLE 2: ADJUSTED INTRADAY PRICE MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT HAS
FALLEN BELOW THE TRIGGER PRICE ON ANY SCHEDULED TRADING DAY DURING THE
MEASUREMENT PERIOD.

$24.6000 -40% $0.0000 $24.6000 -64.4% -64.6%
28.7000 -30 0.0000 28.7000 -51.4 -51.6
32.8000 -20 0.0000 32.8000 -36.3 -36.5
36.9000 -10 0.0000 36.9000 -19.2 -19.3
41.0000 0 0.0000 41.0000 0.0 0.0
43.0500 5 0.0000 43.0500 10.4 10.4
45.1000 10 0.0000 45.1000 21.3 21.4
49.2000 20 0.0000 49.2000 44.6 44.9
53.3000 30 0.0000 49.2000 44.6 70.5

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

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 tables.

You should compare the features of the YEELDS to other available investments
before deciding to purchase the YEELDS. Due to the uncertainty concerning the
settlement value on the valuation date, the return on investment with respect to
the YEELDS may be higher or lower than the return available on other securities
issued by Lehman Brothers Holdings or by others. You should reach an investment
decision only after carefully considering the suitability of the YEELDS in light
of your particular circumstances.

PS-7

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 YEELDS at the price indicated
on the cover of this 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 YEELDS initially at a public offering price
equal to the issue price set forth on the cover of this 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 YEELDS, up
to 182,926 additional YEELDS 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 YEELDS. If this option is
exercised in full, the total public offering price, the underwriting discount
and proceeds to Lehman Brothers Holdings would be approximately $57,499,999,
$143,750 and $57,356,249, respectively.

Lehman Brothers Holdings expects to deliver the YEELDS against payment on or
about March 2, 2006, which is the fifth business day following the date of this
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 YEELDS on the date of this pricing supplement, it will be required, by
virtue of the fact that the YEELDS initially will settle on the fifth business
day following the date of this 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 has entered into a swap transaction in
connection with the notes and has received customary compensation for that
transaction.

PS-8

1,219,513 YEELDS(R)

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

0.00% YIELD ENHANCED EQUITY LINKED DEBT SECURITIES DUE AUGUST 29, 2006
PERFORMANCE LINKED TO ADVANCED MICRO DEVICES, INC. (AMD) COMMON STOCK

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

PRICING SUPPLEMENT
FEBRUARY 23, 2006

(INCLUDING PROSPECTUS SUPPLEMENT
DATED MAY 18, 2005,

PROSPECTUS SUPPLEMENT
DATED MAY 18, 2005 AND

PROSPECTUS
DATED MAY 18, 2005)

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LEHMAN BROTHERS