PRICING SUPPLEMENT No. 19
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
                          2.07% Notes Due June 15, 2009
                Performance Linked to the Class A Common Stock of
                   EchoStar Communications Corporation (DISH)

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 "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 EchoStar Communications
    Corporation. EchoStar Communications 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: 2.07% 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: $39.299, which represents 130% of $30.23, which is the
    average execution price per share of common stock that an affiliate of
    Lehman Brothers Holdings has paid 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
    EchoStar Communications 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 EchoStar
    Communications 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.

o   CUSIP NUMBER: 52520WAE1

o   ISIN NUMBER: US52520WAE12

    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
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 26, 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 EchoStar
Communications Corporation does not pay any cash dividends on its shares of
Class A common stock during the term of the notes.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $35:

Alternative redemption amount per $1,000 note =

                 $35.00
    $1,000  x    ------      =   $890.60
                $39.299

As a result, on the stated maturity date, you would receive $1,000, plus accrued
but unpaid interest, per $1,000 note because $1,000 is greater than $890.60.

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, 28 shares of
Class A common stock of EchoStar Communications Corporation plus $20.00 in cash,
plus accrued but unpaid interest at maturity, or 25 shares of Class A common
stock of EchoStar Communications Corporation. plus $15.60 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, 285,714 shares of Class A common
stock of EchoStar Communications Corporation plus $10.00 in cash, plus accrued
but unpaid interest, at maturity, or 254,457 shares of Class A common stock of
EchoStar Communications Corporation plus $5.00 in cash, plus accrued but unpaid
interest, upon repurchase.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $45:

Alternative redemption amount per $1,000 note =

                    $45.00
    $1,000   x      ------      =   $1,145.06
                   $39.299

As a result, on the stated maturity date, you would receive $1,145.06, plus
accrued but unpaid interest, per $1,000 note because $1,145.06 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, 25 shares of
Class A common stock of EchoStar Communications Corporation plus $20.06 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,
254,457 shares of Class A common stock of EchoStar Communications Corporation
plus $35.00 in cash, plus accrued but unpaid interest, at maturity or upon
repurchase.

To the extent the actual settlement value differs from the values assumed above
or that EchoStar Communications Corporation beings to pay cash dividends on its
shares of Class A common stock, the results indicated above would be different.



                                      PS-2




                                 THE INDEX STOCK


ECHOSTAR COMMUNICATIONS CORPORATION

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

EchoStar Communications Corporation, through its DISH Network, is a leading
provider of satellite delivered digital television to customers across the
United States. DISH Network services include hundreds of video, audio and data
channels, interactive television channels, digital video recording, high
definition television, international programming, professional installation and
24-hour customer service.

EchoStar Communications Corporation started offering subscription television
services on the DISH Network in March 1996. As of December 31, 2005, the DISH
Network had approximately 12.040 million subscribers. EchoStar Communications
Corporation currently has 14 owned or leased in-orbit satellites which enables
it to offer over 2,300 video and audio channels to consumers across the United
States.

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 ECHOSTAR
COMMUNICATIONS CORPORATION

The shares of Class A common stock of EchoStar Communications Corporation are
quoted on The NASDAQ Stock Market under the symbol "DISH".

The following table presents the high and low closing prices for the shares of
Class A common stock of EchoStar Communications Corporation, 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 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............................   $   30.40       $   23.28        $   28.88
      Second Quarter...........................       36.28           27.63            34.62
      Third Quarter............................       40.40           34.27            38.31
      Fourth Quarter...........................       40.53           30.44            33.99
2004
      First Quarter............................   $   39.33       $   32.40        $   32.75
      Second Quarter...........................       34.65           29.54            30.75
      Third Quarter............................       31.89           27.26            31.12
      Fourth Quarter...........................       34.27           30.02            33.25
2005
      First Quarter............................   $   33.12       $   28.31        $   29.25
      Second Quarter...........................       30.31           27.93            30.16
      Third Quarter............................       32.11           28.61            29.57
      Fourth Quarter...........................       29.60           24.52            27.18
2006
      First Quarter............................   $   29.98       $   27.20        $   29.87
      Second Quarter (through the date of this
      pricing supplement) .....................       32.25           29.85            30.23













                                      PS-4





HYPOTHETICAL RETURNS

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

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 on the stated maturity date 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
                                       CHANGE FROM
                                           THE        HYPOTHETICAL
                                        PRINCIPAL     TOTAL AMOUNT
                                        AMOUNT TO      PAYABLE ON                    HYPOTHETICAL                    HYPOTHETICAL
                        HYPOTHETICAL       THE         THE STATED     HYPOTHETICAL    ANNUALIZED     HYPOTHETICAL     ANNUALIZED
                        ALTERNATIVE   HYPOTHETICAL   MATURITY DATE   TOTAL RATE OF   PRE-TAX RATE    TOTAL RATE OF   PRE-TAX RATE
     HYPOTHETICAL        REDEMPTION    ALTERNATIVE     PER $1,000        RETURN        OF RETURN        RETURN         OF RETURN
 SETTLEMENT VALUE ON     AMOUNT PER    REDEMPTION    NOTE (WITHOUT      (WITHOUT       (WITHOUT       (INCLUDING      (INCLUDING
  THE VALUATION DATE    $1,000 NOTE      AMOUNT        INTEREST)       INTEREST)       INTEREST)       INTEREST)       INTEREST)
  ------------------    -----------      ------        ---------       ---------       ---------       ---------       ---------

       $20.00             $ 508.92       -49.11%       $1,000.00         0.00%           0.00%            6.32%          2.03%
        25.00               636.15       -36.39         1,000.00         0.00            0.00             6.32           2.03
        30.00               763.38       -23.66         1,000.00         0.00            0.00             6.32           2.03
        35.00               890.61       -10.94         1,000.00         0.00            0.00             6.32           2.03
        39.299(1)         1,000.00         0.00         1,000.00         0.00            0.00             6.32           2.03
        45.00             1,145.07        14.51         1,145.07        14.51            4.54            20.83           6.39
        50.00             1,272.30        27.23         1,272.30        27.23            8.21            33.55           9.94
        55.00             1,399.53        39.95         1,399.53        39.95           11.64            46.27          13.27
        60.00             1,526.76        52.68         1,526.76        52.68           14.87            58.99          16.40


(1) This figure reflects the threshold value.

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

For purposes of this table, it is assumed that EchoStar Communications
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 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.







                                      PS-5




           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 5.419%
compounded semi-annually. Based on the comparable yield, the projected payment
schedule per $1,000 note is $10.925 on the first interest payment date, $10.35
semi-annually thereafter and $1,118.96 due at maturity, including the final
interest payment. 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 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 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 $1,150,000 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
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 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 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-7






                                   $10,000,000





                          LEHMAN BROTHERS HOLDINGS INC.

                           MEDIUM-TERM NOTES, SERIES H





                         2.070% NOTES DUE JUNE 15, 2009
                            PERFORMANCE LINKED TO THE
           CLASS A COMMON STOCK OF ECHOSTAR COMMUNICATIONS CORPORATION
                                     (DISH)



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


                               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