Rule 424(b)(2)
Registration No. 333-60474


PRICING SUPPLEMENT NO. 16 dated July 18, 2002
to Prospectus Supplement dated June 14, 2001
and Prospectus dated June 14, 2001

LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series G
Due Nine Months or More From the Date of Issue

CUSIP No.:              52517PSQ5

ISIN:                   US52517PSQ53

Specified Currency:     US Dollars

Principal Amount:       US$250,000,000.00

                                Total                        Per Note

Issue Price:                US$ 250,000,000.00                    100%
Agent's Commission:             US$ 375,000.00                   0.15%
Proceeds to Lehman Brothers
   Holdings:                US$ 249,625,000.00                  99.85%

Agent:                     Lehman Brothers Inc.

Agent's Capacity:               [    ] As agent         [X] As principal

[    ]  The Notes are being offered at varying prices relating to
        prevailing market prices at the time of sale.

[X ]    The Notes are being offered at a fixed initial public offering
        price equal to the Issue Price.

Trade Date:                     July 18, 2002

Original Issue Date:            July 25, 2002

Stated Maturity Date:           July 25, 2003

Amortizing Note:                [    ] Yes      [X ] No

Amortization Schedule:          Not Applicable


[    ]  Fixed Rate Note  Interest Rate per Annum:         %

[X ]    Floating Rate Note

                      [  ]  CD Rate
                      [  ]  Commercial Paper Rate
                      [  ]  Federal Funds Rate
                      [X ]  LIBOR Telerate
                      [  ]  LIBOR Reuters
                      [  ]  Treasury Rate:Constant Maturity [  ] Yes   [  ] No
                      [  ]  Prime Rate
                      [  ]  J.J. Kenny Rate
                      [  ]  Eleventh District Cost of Funds Rate
                      [  ]  Other:

Other Interest Rate Terms:      1-Month LIBOR

Initial Interest Rate:          Not applicable

Spread:                         +0.03%

Maximum Interest Rate:          Not Applicable

Minimum Interest Rate:          Not Applicable

Index Maturity:                 Not Applicable

Interest Rate Determination Dates: Two London business days prior to
                                   Interest Reset Dates

Interest Reset Dates:              Same as Interest Payment Dates

Interest Payment Dates: Monthly on the 25th, commencing August 26, 2002


"Accrue to Pay":                [  ] Yes        [X] No

Optional Redemption: The Note may not be redeemed prior to Stated Maturity
                     at the option of Lehman Brothers Holdings.

Optional Repayment:  The holder of the Note may not elect repayment of
                     the Note by Lehman Brothers Holdings prior to Stated
                     Maturity.

Extension of Maturity: Lehman Brothers Holdings may not extend the Stated
                       Maturity Date of the Note.

Form of Note:              [X ] Book-entry only (global)   [  ] Certificated

Depository:                The Depository Trust Company

Authorized Denominations:  $1,000 or any larger whole multiple


Clearance and Settlement

Each global certificate representing the Notes will be deposited with,
or on behalf of, DTC and registered in the name of DTC or its nominee.
Investors may elect to hold their beneficial interests in a global
certificate through DTC, Clearstream Banking, Socit Anonyme, or Euroclear
Bank S.A./N.V., as operator of the Euroclear System, if they are participants
in such systems, or indirectly through organizations which are participants
in such system. Clearstream and Euroclear will hold interests on behalf of
their participants through customers' securities accounts in Clearstream's
and Euroclear's names on the books of their respective depositaries, which
in turn will hold such interests in customers' securities accounts in the
depositaries' names on DTC's books.

Capitalized terms used herein without definition have the meanings ascribed
to them in the Prospectus Supplement and accompanying Prospectus.

Lehman Brothers Holdings Inc.


By:     /s/ Thomas O'Sullivan
Name:  Thomas O'Sullivan
Title:  Authorized Officer
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