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

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 MAY 26, 2006

PRELIMINARY PRICING SUPPLEMENT No. 17
to Prospectus Supplement dated May 18, 2005
to Prospectus Supplement dated May 18, 2005
and Prospectus dated May 18, 2005

                                   $10,000,000
                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES H
                         1.383% Notes Due June 15, 2009
                Performance Linked to the Class A Common Stock of
                     Cablevision Systems Corporation (CVC)

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 Class A common stock of Cablevision Systems
     Corporation ("CVC"). Cablevision Systems Corporation is not involved in
     this offering and has no obligation with respect to the notes.
o    STATED MATURITY DATE: June 15, 2009, subject to postponement if the
     valuation date is postponed.
o    INTEREST RATE: 1.383% per annum.
o    INTEREST PAYMENT DATES: June 15 and December 15 of each year, beginning on
     December 15, 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, $10,000,000.
o    THRESHOLD VALUE: 130.00% 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 Class A common stock
     of Cablevision Systems Corporation 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 Cablevision
     Systems Corporation pays a cash dividend on its shares of Class A 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 prior written notice no later than
     the valuation date 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%       $10,000,000
Underwriting discount.........................      0.25%           $25,000
Proceeds to Lehman Brothers Holdings..........     99.75%        $9,975,000

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

Lehman Brothers Holdings has granted the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional $1,500,000
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 June 5, 2006.

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

                                 LEHMAN BROTHERS

May   , 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) Cablevision
Systems Corporation does not pay cash dividends on its shares of Class A common
stock during the term of the notes and (b) that the threshold value is $25.9480.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $20:

Alternative redemption amount per $1,000 note =

                       $20.00
    $1,000    x    -------------      =     $770.77
                      $25.9480


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 $770.77.

In the case of stock settlement on the stated maturity date or upon repurchase
in this example, you would receive, if you held a $1,000 note, 50 shares of
Class A common stock of Cablevision Systems Corporation plus $0.00 in cash, plus
accrued but unpaid interest at maturity, or 38 shares of Class A common stock of
Cablevision Systems Corporation plus $10.77 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 $10,000,000 aggregate principal amount of
notes, you would receive, in total, 500,000 shares of Class A common stock of
Cablevision Systems Corporation plus $0.00 in cash, plus accrued but unpaid
interest, at maturity, or 385,385 shares of Class A common stock of Cablevision
Systems Corporation plus $0.00 in cash, plus accrued but unpaid interest, upon
repurchase.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $30:

Alternative redemption amount per $1,000 note =

                       $30.00
    $1,000    x      ----------      =    $1,156.15
                      $25.9480


As a result, on the maturity date, you would receive $1,156.15, plus accrued but
unpaid interest, per $1,000 note because $1,156.15 is greater than $1,000.

In the case of stock settlement on the stated maturity date or upon repurchase
in this example, you would receive, if you held a $1,000 note, 38 shares of
Class A common stock of Cablevision Systems Corporation plus $16.15 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
$10,000,000 aggregate principal amount of notes, you would receive, in total,
385,383 shares of Class A common stock of Cablevision Systems Corporation plus
$10.00 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 Cablevision Systems Corporation begins to pay cash
dividends on its shares of Class A common stock, the results indicated above
would be different.










                                      PS-2






                                 THE INDEX STOCK


CABLEVISION SYSTEMS CORPORATION

Lehman Brothers Holdings has obtained the following information regarding
Cablevision Systems Corporation from Cablevision Systems Corporation's reports
filed with the SEC.

Cablevision Systems Corporation is one of the largest cable operators in the
United States based on the number of basic video subscribers. Cablevision
Systems Corporation operates cable programming networks, entertainment
businesses and telecommunications companies. Through its wholly-owned
subsidiary, Rainbow Media Holdings LLC, it owns interests in and manages
numerous national and regional programming networks, the Madison Square Garden
sports and entertainment businesses and cable television advertising sales
companies. Through Cablevision Lightpath, Inc., a wholly-owned subsidiary, the
company provides telephone services and high-speed Internet access to the
business market.

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 CLASS A COMMON STOCK OF CABLEVISION
SYSTEMS CORPORATION

The shares of Class A common stock of Cablevision Systems Corporation are listed
on The New York Stock Exchange under the symbol "CVC".

The following table presents the high and low closing prices for the shares of
Class A common stock of Cablevision Systems Corporation, 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 ...........  $   20.30      $  15.72     $  18.99
           Second Quarter ..........      23.45      $  18.82     $  20.76
           Third Quarter ...........      22.85      $  18.10     $  18.10
           Fourth Quarter ..........      23.39      $  18.70     $  23.39
2004
           First Quarter ...........  $   27.37      $  21.53     $  22.88
           Second Quarter ..........      23.23      $  19.47     $  19.65
           Third Quarter ...........      20.89      $  16.68     $  20.28
           Fourth Quarter ..........      25.06      $  19.50     $  24.90
2005
           First Quarter ...........  $   31.06      $  23.97     $  28.05
           Second Quarter ..........      32.47      $  25.27     $  32.20
           Third Quarter ...........      32.63      $  30.30     $  30.67
           Fourth Quarter ..........      30.38      $  23.00     $  23.47
2006
           First Quarter ...........  $   26.75      $  23.17     $  26.70
           Second Quarter...(through  $   28.19      $  18.94     $  19.86
           05/25/06)
















                                      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 $25.9480:

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).




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

 $5.00             $192.69         -80.73%        $1,000.00          0.00%          0.00%           4.22%            1.36%
$10.00             $385.39         -61.46%        $1,000.00          0.00%          0.00%           4.22%            1.36%
$15.00             $578.08         -42.19%        $1,000.00          0.00%          0.00%           4.22%            1.36%
$20.00             $770.77         -22.92%        $1,000.00          0.00%          0.00%           4.22%            1.36%
$25.9480 (1)     $1,000.00           0.00%        $1,000.00          0.00%          0.00%           4.22%            1.36%
$30.00           $1,156.16          15.62%        $1,156.16         15.62%          4.87%          19.84%            6.11%
$35.00           $1,348.85          34.89%        $1,348.85         34.89%         10.30%          39.11%           11.42%
$40.00           $1,541.54          54.15%        $1,541.54         54.15%         15.23%          58.38%           16.26%
$45.00           $1,734.24          73.42%        $1,734.24         73.42%         19.76%          77.65%           20.71%




The $25.9480 hypothetical settlement value reflects the assumed threshold value.


----------------------
For purposes of this table, it is assumed that Cablevision Systems Corporation
does not pay cash dividends on its shares of Class A 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 [      ]%
compounded semi-annually. Based on the comparable yield, the projected payment
schedule per $1,000 note is $[         ] semi-annually and $[         ] 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 $1,500,000 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 $11,500,000, $28,750 and $11,471,250, respectively.

Lehman Brothers Holdings expects to deliver the notes against payment on or
about June 5, 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





                                   $10,000,000



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



                         1.383% NOTES DUE JUNE 15, 2009
                            PERFORMANCE LINKED TO THE
          CLASS A COMMON STOCK OF CABLEVISION SYSTEMS CORPORATION (CVC)



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


                         PRELIMINARY PRICING SUPPLEMENT
                                  MAY 26, 2006

                        (INCLUDING PROSPECTUS SUPPLEMENT
                               DATED MAY 18, 2005,

                              PROSPECTUS SUPPLEMENT
                             DATED MAY 18, 2005 AND

                                   PROSPECTUS
                               DATED MAY 18, 2005)


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



                                 LEHMAN BROTHERS