Filed Pursuant to Rule 424(b)(5)
                                                Registration No. 333-121067

PRICING SUPPLEMENT No. 1
to Prospectus Supplement dated May 18, 2005
to Prospectus Supplement dated May 18, 2005
and Prospectus dated May 18, 2005

                                   $2,735,000
                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES H
                                   RANGERS(SM)
        15.25% Risk AdjustiNG Equity Range Securities(SM) Due May 1, 2007
      Performance Linked to Sirius Satellite Radio Inc. (SIRI) 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 "RANGERS 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 RANGERS prospectus supplement, the MTN prospectus
supplement or the base prospectus, unless the context requires otherwise.


o  INDEX STOCK ISSUER: Sirius            o  INITIAL VALUE: $4.88, which is the
   Satellite Radio Inc.                     average execution price per share
                                            for the index stock that an
o  INDEX STOCK: The common stock of         affiliate of Lehman Brothers
   the index stock issuer.                  Holdings has paid to hedge Lehman
                                            Brothers Holdings' obligations under
o  STATED MATURITY DATE: May 1, 2007,       the notes.
   subject to postponement if the
   valuation date is postponed.          o  THRESHOLD VALUE: $3.416, which
                                            represents 70% of the initial value.
o  VALUATION DATE: April 26, 2007,
   subject to postponement if a market   o  STOCK SETTLEMENT OPTION: Yes, at the
   disruption event occurs or if such       option of Lehman Brothers Holdings
   day is not a scheduled trading day,      at maturity, as described under the
   as described under the caption           caption "Description of the
   "Description of the                      Notes--Stock settlement" on page
   Notes--Settlement value" on page         SS-15 of the RANGERS prospectus
   SS-12 of the RANGERS prospectus          supplement. Lehman Brothers Holdings
   supplement.                              will provide the trustee with prior
                                            written notice no later than the
o  DETERMINATION PERIOD: Three business     valuation date if it elects the
   days.                                    stock settlement option.

o  COUPON RATE: 15.25% (of which         o  LISTING: The notes will not be
   1.203% is the interest factor and        listed on any exchange.
   14.07% is the optionality factor).
                                         o  CUSIP: 52520WAA9
o  COUPON PAYMENT DATE: The coupon
   will be payable on the stated         o  ISIN: US52520WAA99
   maturity date to holders presenting
   the notes for repayment on the
   stated maturity date.



    Investing in the notes involves risks. Risk Factors begin on page SS-6 of
                       the RANGERS 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 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%      $2,735,000
Underwriting discount...............................     2.00%      $   54,700
Proceeds to Lehman Brothers Holdings................    98.00%      $2,680,300

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

The notes are expected to be ready for delivery in book-entry form only through
The Depository Trust Company on or about April 28, 2006.


LEHMAN BROTHERS                                                  STIFEL NICOLAUS


April 25, 2006

"Risk AdjustiNG Equity Range Securities" and "RANGERS" are service marks of
Lehman Brothers Inc.



                     EXAMPLES OF AMOUNT PAYABLE AT MATURITY

Here are three examples of the amount that may be payable on the stated maturity
date.

EXAMPLE 1. ASSUMING THE VALUE OF THE INDEX STOCK DID NOT FALL BELOW THE
THRESHOLD VALUE AT ANY TIME DURING THE MEASUREMENT PERIOD AND THE SETTLEMENT
VALUE IS $3.904:

As a result, on the stated maturity date, you would receive $1,000, plus a
$152.50 accrued but unpaid coupon payment, per $1,000 note.

In the case of stock settlement in this example, on the stated maturity date you
would receive, if you held a $1,000 note, 256 shares of common stock of Sirius
Satellite Radio Inc. plus $0.58 in cash, plus a $152.50 accrued but unpaid
coupon payment. 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 $2,735,000 aggregate principal amount of notes, on the
stated maturity date you would receive, in total, 700,563 shares of common stock
of Sirius Satellite Radio Inc. plus $2.05 in cash, plus a $417,087.50 accrued
but unpaid coupon payment.

EXAMPLE 2. ASSUMING THE VALUE OF THE INDEX STOCK FELL BELOW THE THRESHOLD VALUE
DURING THE MEASUREMENT PERIOD AND THE SETTLEMENT VALUE IS $3.904:

Alternative redemption amount per $1,000 note =


                                    $3.904
                         $1,000 x ----------- = $800.00
                                    $4.88


As a result, on the stated maturity date, you would receive $800.00, plus a
$152.50 accrued but unpaid coupon payment, per $1,000 note because $800.00 is
less than $1,000.

In the case of stock settlement in this example, on the stated maturity date you
would receive, if you held a $1,000 note, 204 shares of common stock of Sirius
Satellite Radio Inc. plus $3.59 in cash, plus a $152.50 accrued but unpaid
coupon payment. 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 $2,735,000 aggregate principal amount of notes, on the
stated maturity date you would receive, in total, 560,450 shares of common stock
of Sirius Satellite Radio Inc. plus $3.20 in cash, plus a $417,087.50 accrued
but unpaid coupon payment.

EXAMPLE 3. ASSUMING THE VALUE OF THE INDEX STOCK FELL BELOW THE THRESHOLD VALUE
DURING THE MEASUREMENT PERIOD AND THE SETTLEMENT VALUE IS $5.856:

Alternative redemption amount per $1,000 note =


                                    $5.856
                         $1,000 x ----------- = $1,200.00
                                    $4.88

As a result, on the stated maturity date, you would receive $1,000, plus a
$152.50 accrued but unpaid coupon payment, per $1,000 note because $1,000 is
less than $1,200.

In the case of stock settlement in this example, on the stated maturity date you
would receive, if you held a $1,000 note, 170 shares of common stock of Sirius
Satellite Radio Inc. plus $4.48 in cash, plus a $152.50 accrued but unpaid
coupon payment. 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 $2,735,000 aggregate principal amount of notes, on the
stated maturity date you would receive, in total, 467,042 shares of common stock
of Sirius Satellite Radio Inc. plus $2.05 in cash, plus a $417,087.50 accrued
but unpaid coupon payment.

To the extent the actual settlement value differs from the values assumed above,
the results indicated above would be different.


                                      PS-2


                     THE INDEX STOCK ISSUER AND INDEX STOCK

SIRIUS SATELLITE RADIO INC.

Lehman Brothers Holdings has obtained the following information regarding Sirius
Satellite Radio Inc. from Sirius Satellite Radio Inc.'s reports filed with the
SEC.

Sirius Satellite Radio Inc. is a satellite radio provider in the United States.
Sirius Satellite Radio Inc. offers 133 channels - 69 channels of 100%
commercial-free music and 64 channels of sports, news, talk, entertainment,
traffic, weather and data content to its subscribers.

Sirius Satellite Radio Inc.'s primary source of revenue is subscription fees,
with most customers subscribing to SIRIUS on either an annual or a monthly
basis. As of December 31, 2005, Sirius Satellite Radio Inc. had 3,316,560
subscribers. In addition, Sirius Satellite Radio Inc. derives revenue from
activation fees, the sale of advertising on its non-music channels, and the
direct sale of SIRIUS radios and accessories.

Sirius Satellite Radio Inc. subscribers receive service through SIRIUS radios,
which are sold primarily by automakers, consumer electronics retailers and
mobile audio dealers and through Sirius Satellite Radio Inc.'s website.

As of December 31, 2005, SIRIUS radios were available as a factory-installed
option in 89 vehicle models and as a dealer-installed option in 19 vehicle
models. As of such date, Sirius Satellite Radio Inc. had exclusive agreements
with DaimlerChrysler, Ford, Mitsubishi, BMW and Rolls-Royce to offer SIRIUS
radios as factory or dealer-installed equipment in Chrysler, Dodge, Jeep,
Mercedes, Ford, Lincoln, Mercury, Volvo, Mazda, Jaguar, Land Rover, Mitsubishi,
BMW, MINI and Rolls-Royce vehicles and Freightliner and Sterling heavy trucks.

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 SIRIUS SATELLITE
RADIO INC.

The shares of common stock of Sirius Satellite Radio Inc. are quoted on The
NASDAQ Stock Market under the symbol "SIRI".

The following table presents the high and low closing prices for the shares of
common stock of Sirius Satellite Radio Inc., as reported on The NASDAQ Stock
Market 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 price of
the index stock will not fall below the threshold value during the measurement
period or, if it does, that it will subsequently increase enough so that the
alternative redemption amount will be not less than $1,000 per $1,000 note. 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 ............................   $1.37       $0.41        $0.73
  Second Quarter............................    2.35        0.63         1.69
  Third Quarter.............................    2.02        1.53         1.82
  Fourth Quarter............................    3.16        1.85         3.16

2004
  First Quarter ............................   $3.82       $2.63        $3.40
  Second Quarter............................    4.02        2.94         3.08
  Third Quarter.............................    3.20        2.05         3.20
  Fourth Quarter............................    9.01        3.14         7.62

2005
  First Quarter ............................   $7.64       $5.15        $5.62
  Second Quarter ...........................    6.58        4.67         6.48
  Third Quarter ............................    7.39        6.39         6.54
  Fourth Quarter............................    7.87        5.86         6.70

2006
  First Quarter.............................   $6.57       $4.45        $5.07
  Second Quarter (through the date of this
    pricing supplement) ....................    5.41        4.81         4.87



                                      PS-4



HYPOTHETICAL RETURNS

The tables below illustrate, for a range of hypothetical settlement values
calculated on the valuation date:

o    the percentage change from the principal amount to the hypothetical
     alternative redemption amount per $1,000 note;

o    the total coupon payment payable on the stated maturity date per $1,000
     note;

o    the hypothetical total amount payable on the stated maturity date per
     $1,000 note;

o    the hypothetical total annualized yield on the notes 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 market
value of the index stock does not fall below the threshold value at any time
during the measurement period. Those in the second table assume that the market
value of the index stock does fall below the threshold value during the
measurement period.

TABLE 1: MARKET VALUE OF THE INDEX STOCK DOES NOT FALL BELOW THE THRESHOLD VALUE
AT ANY TIME DURING THE MEASUREMENT PERIOD.



                         PERCENTAGE
                       CHANGE FROM THE
                      PRINCIPAL AMOUNT
                           TO THE                             HYPOTHETICAL       HYPOTHETICAL       HYPOTHETICAL
                        HYPOTHETICAL       TOTAL COUPON       TOTAL AMOUNT     TOTAL ANNUALIZED   TOTAL ANNUALIZED
                         ALTERNATIVE      PAYMENT PAYABLE    PAYABLE ON THE      YIELD ON THE        YIELD FROM
    HYPOTHETICAL         REDEMPTION        ON THE STATED     STATED MATURITY     NOTES ON THE     DIRECT OWNERSHIP
SETTLEMENT VALUE ON        AMOUNT          MATURITY DATE     DATE PER $1,000    STATED MATURITY     OF THE INDEX
 THE VALUATION DATE    PER $1,000 NOTE    PER $1,000 NOTE       NOTE (1)           DATE (2)           STOCK (3)
- -------------------   ----------------    ---------------    ---------------   ----------------   ----------------

      $3.416                -30%              $152.50           $1,000.00           15.20%             -29.93%
       3.904                -20                152.50            1,000.00           15.20              -19.95
       4.392                -10                152.50            1,000.00           15.20               -9.97
       4.880                  0                152.50            1,000.00           15.20                0.00
       5.368                 10                152.50            1,000.00           15.20                9.97
       5.856                 20                152.50            1,000.00           15.20               19.94
       6.832                 40                152.50            1,000.00           15.20               39.87
       7.808                 60                152.50            1,000.00           15.20               59.79
       8.784                 80                152.50            1,000.00           15.20               79.71
       9.760                100                152.50            1,000.00           15.20               99.62


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

(1) Excludes the $152.50 accrued and unpaid coupon payment payable on the stated
maturity date.

(2) The hypothetical total annualized yield on the notes at stated maturity
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 notes, including the amount payable on the stated maturity date and the
$152.50 coupon payment per $1,000 note payable on the stated maturity date, the
sum of these present values being equal to the original issue price.

(3) Assumes the dividend yield on the index stock remains constant for the term
of the notes.

                                      PS-5



TABLE 2: MARKET VALUE OF THE INDEX STOCK DOES FALL BELOW THE THRESHOLD VALUE
DURING THE MEASUREMENT PERIOD.



                         PERCENTAGE
                       CHANGE FROM THE
                      PRINCIPAL AMOUNT
                           TO THE                             HYPOTHETICAL       HYPOTHETICAL       HYPOTHETICAL
                        HYPOTHETICAL       TOTAL COUPON       TOTAL AMOUNT     TOTAL ANNUALIZED   TOTAL ANNUALIZED
                         ALTERNATIVE      PAYMENT PAYABLE    PAYABLE ON THE      YIELD ON THE        YIELD FROM
    HYPOTHETICAL         REDEMPTION        ON THE STATED     STATED MATURITY     NOTES ON THE     DIRECT OWNERSHIP
SETTLEMENT VALUE ON        AMOUNT          MATURITY DATE     DATE PER $1,000    STATED MATURITY     OF THE INDEX
 THE VALUATION DATE    PER $1,000 NOTE    PER $1,000 NOTE       NOTE (1)           DATE (2)           STOCK (3)
- -------------------   ----------------    ---------------    ---------------   ----------------   ----------------

       $0.000               -100%             $152.50           $    0.00           -84.67%           -100.00%
        0.976                -80               152.50              200.00           -64.65             -79.91
        1.952                -60               152.50              400.00           -44.66             -59.90
        2.928                -40               152.50              600.00           -24.69             -39.92
        3.904                -20               152.50              800.00            -4.74             -19.95
        4.392                -10               152.50              900.00             5.24              -9.97
        4.880                  0               152.50            1,000.00            15.20               0.00
        5.368                 10               152.50            1,000.00            15.20               9.97
        5.856                 20               152.50            1,000.00            15.20              19.94
        6.832                 40               152.50            1,000.00            15.20              39.87
        7.808                 60               152.50            1,000.00            15.20              59.79
        8.784                 80               152.50            1,000.00            15.20              79.71
        9.760                100               152.50            1,000.00            15.20              99.62


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

(1) Excludes the $152.50 accrued and unpaid coupon payment payable on the stated
maturity date.

(2) The hypothetical total annualized yield on the notes at stated maturity
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 notes, including the amount payable on the stated maturity date and the
$152.50 coupon payment per $1,000 note payable on the stated maturity date, the
sum of these present values being equal to the original issue price.

(3) Assumes the dividend yield on the index stock remains constant for the term
of the notes.


The above figures are for purposes of illustration only. The actual amount
received by investors and the resulting total annualized yield 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.

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
market value of the index stock will fall below the threshold value at any time
during the measurement period or whether the alternative redemption amount on
the maturity date will be not less 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 Brothers Holdings or by others
and available through the Agents. 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

As indicated in the RANGERS prospectus supplement, there is no direct authority
addressing the treatment of the coupon payments under current law, and such
treatment is unclear. Because the coupon will be paid only on the stated
maturity date, it is possible that such coupon payment could be treated as made
in connection with the settlement of the note. Nevertheless, Lehman Brothers
Holdings intends to treat the coupon payment as other periodic income for
reporting and withholding tax purposes in the manner described in the RANGERS
prospectus supplement under "United States Federal Income Tax Consequences".


                                      PS-6


                        SUPPLEMENTAL PLAN OF DISTRIBUTION

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. and Stifel,
Nicolaus & Company, Incorporated (together, the "Agents") and the Agents have
agreed to purchase, all of the notes at the price indicated on the cover of the
pricing supplement.

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

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

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-7


                                   $2,735,000


                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES H
                                   RANGERS(SM)


             15.25% RISK ADJUSTING EQUITY RANGE SECURITIES(SM) NOTES
                                 DUE MAY 1, 2007
      PERFORMANCE LINKED TO SIRIUS SATELLITE RADIO INC. (SIRI) COMMON STOCK



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


                               PRICING SUPPLEMENT
                                 APRIL 25, 2006
                        (INCLUDING PROSPECTUS SUPPLEMENT
                               DATED MAY 18, 2005,
                              PROSPECTUS SUPPLEMENT
                             DATED MAY 18, 2005 AND
                                   PROSPECTUS
                               DATED MAY 18, 2005)


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


                                 LEHMAN BROTHERS



                                 STIFEL NICOLAUS