424B5 1 file1.htm



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 NOVEMBER 22, 2006

PRELIMINARY PRICING SUPPLEMENT
to Prospectus Supplement dated May 30, 2006
to Prospectus Supplement dated May 30, 2006
and Prospectus dated May 30, 2006

                                                Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-134553

                                    YEELDS(R)
                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES I
      6.60% Yield Enhanced Equity Linked Debt Securities Due May 30, 2007
   Performance Linked to the Common Stock of Dollar General Corporation (DG)

Because these notes are part of a series of Lehman Brothers Holdings' debt
securities called Medium-Term Notes, Series I, this preliminary pricing
supplement and the accompanying prospectus supplement, dated May 30, 2006 (the
"YEELDS prospectus supplement") should also be read with the accompanying
prospectus supplement, dated May 30, 2006 (the "MTN prospectus supplement") and
the accompanying prospectus dated May 30, 2006 (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: Dollar General Corporation. Dollar General Corporation
     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    PRINCIPAL AMOUNT: An amount per YEELDS equal to the initial value, and, in
     the aggregate, $           .

o    STATED MATURITY DATE: May 30, 2007, subject to postponement if the
     valuation date is postponed.

o    VALUATION DATE: May 22, 2007, 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-14 of the YEELDS prospectus supplement.

o    DETERMINATION PERIOD: Five business days.

o    COUPON RATE: 6.60% per annum.

o    COUPON PAYMENT DATES: February 28 and May 30, 2007.

o    COUPON RECORD DATES: 15 calendar days prior to each coupon payment date.

o    INITIAL VALUE: The average execution price per share for the index stock
     that an affiliate of Lehman Brothers Holdings will pay to hedge Lehman
     Brothers Holdings' obligations under the notes.

o    EQUITY CAP PRICE: 110% of the initial value.

o    TRIGGER PRICE: 80% of the initial value.

o    NO DIVIDEND ADJUSTMENT: Notwithstanding the provisions of the YEELDS
     prospectus supplement with respect to dividend adjustment to the closing
     price of the index stock if the index stock issuer changes the per share
     amount of cash dividends it pays on its shares of common stock during the
     term of the YEELDS (for example, among others, under "Description of the
     Notes-Settlement Value" beginning on page SS-14, "Risk Factors-Your return
     on the notes could be less than if you owned the index stock-Your return
     will not reflect dividends on the index stock or other equity securities
     included in the calculation of the settlement value" on page SS-7 and "Risk
     Factors-The value of the notes will be affected by numerous factors, some
     of which are related in complex ways-Dividend yields" on page SS-9 of the
     YEELDS prospectus supplement), UNDER NO CIRCUMSTANCES WILL THE CLOSING
     PRICE OF THE COMMON STOCK OF DOLLAR GENERAL CORPORATION BE ADJUSTED
     PURSUANT TO SUCH DIVIDEND ADJUSTMENT PROVISIONS. SUCH DIVIDEND ADJUSTMENT
     PROVISIONS SHALL NOT APPLY TO THE YEELDS OFFERED HEREBY.

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)  the equity cap price;

provided that, if the 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
the initial value, Lehman Brothers Holdings will pay you the initial value per
YEELDS.

The intraday price of the index stock on any scheduled trading day will equal
the then-current intraday price of the index stock. The measurement period will
begin on the date of the 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, as described beginning on page SS-14 of the YEELDS
prospectus supplement under "Description of the Notes-Settlement Value;"
PROVIDED, HOWEVER, NO ADJUSTMENT WILL BE MADE TO THE CLOSING PRICE OF THE COMMON
STOCK OF DOLLAR GENERAL CORPORATION IF DOLLAR GENERAL CORPORATION CHANGES THE
PER SHARE AMOUNT OF CASH DIVIDENDS IT PAYS ON ITS SHARES OF COMMON STOCK DURING
THE TERM OF THESE YEELDS.

o    STOCK SETTLEMENT OPTION: None.

o    DENOMINATIONS: An amount equal to the initial value and integral multiples
     thereof.

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

o    CUSIP NO.:

o    ISIN NO.:

 Investing in the notes involves risks. Risk Factors begin on page SS-7 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
preliminary 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......................................   $            $
Underwriting discount......................................   $            $
Proceeds to Lehman Brothers Holdings.......................   $            $

Lehman Brothers Holdings has granted the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional 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 November 30, 2006.

                                   ----------

                                LEHMAN BROTHERS

November   , 2006
"YEELDS" is a registered trademark 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. In each of these examples it is assumed that (a) the initial value is
$16.53, (b) the equity cap price is $18.1830 and (c) the trigger price is
$13.2240.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $14.05 AND THE 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 $14.05 is less than $16.53 and
(ii) the intraday price of the index stock multiplied by the multiplier then in
effect was at or above $13.2240 on all scheduled trading days during the
measurement period, on the stated maturity date, you would receive $16.53 per
YEELDS, plus accrued but unpaid coupon payments.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $12.39 AND THE 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 $12.39 is less than $16.53 and
(ii) the intraday price of the index stock multiplied by the multiplier then in
effect fell below $13.2240 on a scheduled trading day during the measurement
period, on the stated maturity date, you would receive $12.39 per YEELDS, plus
accrued but unpaid coupon payments.

EXAMPLE 3. ASSUMING THE SETTLEMENT VALUE IS $19.00:

As a result, because $18.1830 is less than the settlement value of $19.00, on
the stated maturity date, you would receive $18.1830 per YEELDS, plus accrued
but unpaid coupon payments.

To the extent the actual settlement value, initial value, equity cap price or
trigger price differs from the values assumed above the results indicated above
would be different.


                                      PS-2



                       INDEX STOCK ISSUER AND INDEX STOCK

DOLLAR GENERAL CORPORATION

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

Dollar General Corporation is a discount retailer of quality general merchandise
at everyday low prices. Through its located stores, Dollar General Corporation
offers a focused assortment of basic consumable merchandise including health and
beauty aids, packaged food and refrigerated products, home cleaning supplies,
housewares, stationery, seasonal goods, basic clothing and domestics. Dollar
General Corporation stores serve primarily low-, middle- and fixed-income
families.

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 Dollar General Corporation are listed on The New
York Stock Exchange under the symbol "DG".

The following table presents the high and low closing prices for the shares of
common stock of Dollar General 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 price 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-3



                                                     HIGH      LOW    PERIOD END
                                                    ------   ------   ----------
2003
   First Quarter ................................   $13.27   $ 9.78     $12.21
   Second Quarter ...............................    19.22    12.09      18.26
   Third Quarter ................................    22.94    18.04      20.00
   Fourth Quarter ...............................    22.63    19.00      20.99

2004
   First Quarter ................................   $23.10   $18.80     $19.20
   Second Quarter ...............................    20.54    17.32      19.56
   Third Quarter ................................    20.54    18.08      20.15
   Fourth Quarter ...............................    21.20    18.39      20.77

2005
   First Quarter ................................   $22.50   $20.04     $21.91
   Second Quarter ...............................    22.28    19.61      20.36
   Third Quarter ................................    20.79    18.07      18.34
   Fourth Quarter ...............................    19.71    18.41      19.07

2006
   First Quarter ................................   $18.60   $16.75     $17.67
   Second Quarter ...............................    18.18    13.86      13.98
   Third Quarter ................................    14.59    12.11      13.63
   Fourth Quarter (through the business
      day immediately prior to the date
      of this preliminary pricing supplement) ...    15.57    13.26      15.57


                                      PS-4



                              HYPOTHETICAL RETURNS

The tables below illustrates, 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,
(b) the initial value is $16.53, (c) the equity cap price is $18.1830 and (d)
the trigger price is $13.2240:

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 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 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: 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.




                       PERCENTAGE CHANGE       TOTAL COUPON                            HYPOTHETICAL TOTAL
                         FROM THE ISSUE      PAYMENTS PAID OR    HYPOTHETICAL TOTAL   ANNUALIZED YIELD ON   HYPOTHETICAL TOTAL
                          PRICE TO THE        PAYABLE ON OR        AMOUNT PAYABLE          THE YEELDS        ANNUALIZED YIELD
    HYPOTHETICAL          HYPOTHETICAL      BEFORE THE STATED      PER YEELDS ON         ON THE STATED          FROM DIRECT
SETTLEMENT VALUE ON   SETTLEMENT VALUE ON     MATURITY DATE     THE STATED MATURITY      MATURITY DATE      OWNERSHIP OF INDEX
 THE VALUATION DATE    THE VALUATION DATE       PER YEELDS            DATE (1)           PER YEELDS (2)            STOCK
-------------------   -------------------   -----------------   -------------------   -------------------   ------------------
      $13.2240                -20%               $0.5455              $16.5300                6.8%                -36.0%
      $14.8770                -10%               $0.5455              $16.5300                6.8%                -19.0%
      $16.5300                  0%               $0.5455              $16.5300                6.8%                  0.0%
      $17.3565                  5%               $0.5455              $17.3565               17.4%                 10.3%
      $18.1830                 10%               $0.5455              $18.1830               28.6%                 21.0%
      $19.8360                 20%               $0.5455              $18.1830               28.6%                 44.0%
      $21.4890                 30%               $0.5455              $18.1830               28.6%                 69.0%


----------
(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-5



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




                       PERCENTAGE CHANGE      TOTAL COUPON                            HYPOTHETICAL TOTAL
                         FROM THE ISSUE     PAYMENTS PAID OR     HYPOTHETICAL TOTAL    ANNUALIZED YIELD    HYPOTHETICAL TOTAL
                          PRICE TO THE        PAYABLE ON OR        AMOUNT PAYABLE       ON THE YEELDS       ANNUALIZED YIELD
   HYPOTHETICAL           HYPOTHETICAL      BEFORE THE STATED      PER YEELDS ON        ON THE STATED          FROM DIRECT
SETTLEMENT VALUE ON   SETTLEMENT VALUE ON     MATURITY DATE     THE STATED MATURITY     MATURITY DATE      OWNERSHIP OF INDEX
THE VALUATION DATE     THE VALUATION DATE      PER YEELDS             DATE (1)          PER YEELDS (2)            STOCK
-------------------   -------------------   -----------------   -------------------   ------------------   ------------------
      $ 9.9180                -40%               $0.5455              $ 9.9180              -60.4%               -64.0%
      $11.5710                -30%               $0.5455              $11.5710              -46.6%               -51.0%
      $13.2240                -20%               $0.5455              $13.2240              -30.9%               -36.0%
      $14.8770                -10%               $0.5455              $14.8770              -13.1%               -19.0%
      $16.5300                  0%               $0.5455              $16.5300                6.8%                 0.0%
      $17.3565                  5%               $0.5455              $17.3565               17.4%                10.3%
      $18.1830                 10%               $0.5455              $18.1830               28.6%                21.0%
      $19.8360                 20%               $0.5455              $18.1830               28.6%                44.0%
      $21.4890                 30%               $0.5455              $18.1830               28.6%                69.0%


----------
(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.

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 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-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 YEELDS at the price indicated
on the cover of the 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 the 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            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 $    , $     and
$    , respectively.

Lehman Brothers Holdings expects to deliver the YEELDS against payment on or
about November 30, 2006, which is the fifth business day following the date of
the 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 the 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 the pricing supplement, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement.

Lehman Brothers Holdings or an affiliate will enter into swap agreements or
related hedge transactions with one of Lehman Brothers Holdings' other
affiliates or unaffiliated counterparties in connection with the sale of the
notes and Lehman Brothers Inc. and/or an affiliate will earn additional income
as a result of payments pursuant to the swap, or related hedge transactions.


                                      PS-7



                                       YEELDS(R)

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

       6.60% YIELD ENHANCED EQUITY LINKED DEBT SECURITIES DUE MAY 30, 2007
    PERFORMANCE LINKED TO THE COMMON STOCK OF DOLLAR GENERAL CORPORATION (DG)

                                   ----------

                         PRELIMINARY PRICING SUPPLEMENT
                                NOVEMBER 22, 2006

                        (INCLUDING PROSPECTUS SUPPLEMENT
                               DATED MAY 30, 2006

                              PROSPECTUS SUPPLEMENT
                             DATED MAY 30, 2006 AND

                                   PROSPECTUS
                               DATED MAY 30, 2006)

                                   ----------

                                 LEHMAN BROTHERS