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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
March 17, 2003

LEHMAN BROTHERS HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)
1-9466 (Commission File Number)	13-3216325 (IRS Employer Identification No.)
745 Seventh Avenue New York, New York (Address of principal executive offices)	10019 (Zip Code)

Registrant's telephone number, including area code:
(212) 526-7000

Item 7. Financial Statements and Exhibits

(c)

Exhibits

        The following Exhibits are incorporated by reference into Registration Statement on Form S-3 No. 333-60474 as exhibits thereto and are filed as part of this Report.

4.01	Fourth Supplemental Indenture, dated as of March 17, 2003, between Lehman Brothers Holdings Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee.
4.02	6.375% Subordinated Deferrable Interest Debenture due 2052.
4.03	Amended and Restated Declaration of Trust, dated as of March 17, 2003, among the Corporation, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and the Regular Trustees named therein.
4.04	Certificate Evidencing Preferred Securities.
4.05	Guarantee Agreement, dated as of March 17, 2003, between the Corporation and JPMorgan Chase Bank, as trustee.
8.01	Opinion and consent of Simpson Thacher & Bartlett regarding certain tax matters.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

LEHMAN BROTHERS HOLDINGS INC. (Registrant)
By:	/s/  OLIVER BUDDE Oliver Budde Vice President

Date: March 17, 2003

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EXHIBIT INDEX

Exhibit No.	Exhibit
4.01	Fourth Supplemental Indenture, dated as of March 17, 2003, between Lehman Brothers Holdings Inc. (the "Corporation") and JPMorgan Chase Bank, as trustee.
4.02	6.375% Subordinated Deferrable Interest Debenture due 2052.
4.03	Amended and Restated Declaration of Trust, dated as of March 17, 2003, among the Corporation, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and the Regular Trustees named therein.
4.04	Certificate Evidencing Preferred Securities.
4.05	Guarantee Agreement, dated as of March 17, 2003, between the Corporation and JPMorgan Chase Bank, as trustee.
8.01	Opinion and consent of Simpson Thacher & Bartlett regarding certain tax matters.

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Item 7. Financial Statements and Exhibits

SIGNATURE
EXHIBIT INDEX