YEELDS Pricing Supplement

7.50% Yield Enhanced Equity Linked Debt Securities (“YEELDS”) Due January 21, 2009

Because these notes are part of a series of Lehman Brothers Holdings’ debt securities called Medium-Term Notes, Series I, this pricing supplement and the accompanying prospectus supplement, dated January 9, 2008 (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.

· Index stock issuer: General Electric Company. General Electric Company is not involved in this offering and has no obligation with respect to the notes.

· Index stock: The common stock of the index stock issuer listed on the NYSE under the symbol GE.

· Principal amount: $36.18 per YEELDS, and, in the aggregate, $500,007,600.00.

· Stated maturity date: January 21, 2009, subject to postponement if the valuation date is postponed. If the stated maturity date is not a business day, any payment required to be made on the stated maturity date will instead be made on the next business day, with the same effect as if paid on the scheduled stated maturity date, as described on page S-17 of the MTN prospectus supplement.

· Valuation date: January 13, 2009 (the fifth and final averaging date), subject to postponement in the event that any of the averaging dates comprising the averaging period are postponed as described under “Postponement of an averaging date, including valuation date, because of a market disruption event”. In the event of any such postponement, the stated maturity date will be postponed by a number of days equal to the number of days the valuation date is postponed.

· Averaging period: The five scheduled trading days up to and including the valuation date (each an “averaging date”). Each averaging date is subject to postponement if a market disruption event occurs, as described under “Postponement of an averaging date, including valuation date, because of a market disruption event”.

· First averaging date: January 7, 2009

· Determination period: Five business days.

· Coupon rate: 7.50% per annum.

· Coupon payment dates: Quarterly, on April 21, 2008, July 21, 2008, October 21, 2008 and January 21, 2009.

· Coupon record dates: 15 calendar days prior to each coupon payment date.

· Initial value: $36.18, which is the average execution price per share for the index stock that an affiliate of Lehman Brothers Holdings has paid to hedge Lehman Brothers Holdings’ obligations under the notes.

· Equity cap price: $41.4261, which is 114.50% of the initial value.

· Maturity payment options: On the stated maturity date, Lehman Brothers Holdings will pay either in cash the cash settlement amount or, if the noteholder has so elected, in shares of the index stock the stock settlement amount. If the noteholder elects to settle in shares, the trustee must be notified by the noteholder by written notice no later than the first averaging date. If, however, Lehman Brothers Holdings determines that it is prohibited from delivering such shares, or that it would otherwise be unduly burdensome to deliver such shares, on the stated maturity date, it will pay in cash the amount payable at maturity.

· Cash settlement amount: On the stated maturity date, Lehman Brothers Holdings will pay you, per YEELDS, the lesser of:

(1) the settlement value; and

(2) $41.4261

plus any accrued but unpaid coupon payments.

· Settlement value: The arithmetic average of the adjusted volume weighted average prices for each of the averaging dates comprising the averaging period.

· Adjusted volume weighted average price: The adjusted volume weighted average price of the index stock on any averaging date is the sum of:

(1) the volume weighted average price on such averaging date multiplied by the multiplier on such averaging date (as described in the YEELDS prospectus supplement in “Adjustments to multipliers and to securities included in the calculation of the settlement value”); and

(2) its dividend adjustment amount as of such averaging date.

· Volume weighted average price: The volume weighted average price per share of the index stock on any averaging date means such price as displayed on Bloomberg page GE<EQUITY>AQR in respect to the period from 9:30 a.m. to 4:00 p.m. New York City time on such averaging date. Adjustments to the volume weighted average price will occur if General Electric Company changes the amount of the quarterly cash dividends it pays on its shares of common stock during the term of the YEELDS.

· Dividend adjustment amount: The dividend adjustment amount as of any scheduled trading day shall be calculated as the difference between the actual aggregate dividend and the expected aggregate dividend, in each case as of such scheduled trading day, which difference may be positive or negative.

· Actual aggregate dividend: With respect to any scheduled trading day, the actual aggregate dividend shall be calculated as follows:

· if ex-dividend dates occur within the period from but excluding January 7, 2008 to and including such scheduled trading day, the actual aggregate dividend shall be the sum of cash dividends declared per share of the index stock on all such ex-dividend dates;

· if no ex-dividend dates occur within the period from but excluding January 7, 2008 to and including such scheduled trading day, the actual aggregate dividend shall be zero.

· Expected aggregate dividend:. With respect to any scheduled trading day, the expected aggregate dividend shall be calculated as the sum of expected dividend amounts corresponding to all expected ex-dividend dates within the period from but excluding January 7, 2008 to and including such scheduled trading day.

· Stock settlement amount: For each YEELDS, a number of shares of the index stock equal to the sum of the daily settlement share numbers on the five averaging dates. Should the calculations above result in residual fractional shares, such residual fractional shares shall be paid in cash calculated as the residual fractional number of shares multiplied by the settlement value in addition to a cash payment equal to any accrued but unpaid coupon payments.

· Daily settlement share number: With respect to each of the five averaging dates, the daily settlement share number shall equal:

(1) if the adjusted volume weighted average price as of such averaging date exceeds the equity cap price, 0.2 multiplied by the equity cap price divided by the volume weighted average price; or

(2) if the adjusted volume weighted average price of such averaging date does not exceed the equity cap price, 0.2 multiplied by the adjusted volume weighted average price divided by the volume weighted average price.

· Expected Dividend Schedule: With respect to any scheduled trading day, the expected aggregate dividend shall be calculated as the sum of expected dividend amounts corresponding to all expected ex-dividend dates within the period from but excluding January 7, 2008 to and including such scheduled trading day.


Expected Ex-Dividend Date		Expected Dividend Amount (per share)
February 20, 2008		$0.31
June 20, 2008		$0.31
September 22, 2008		$0.31
December 22, 2008		$0.31

· Postponement of an averaging date, including valuation date, because of a market disruption event: If a market disruption event occurs on a day that would otherwise be an averaging date, as set forth in this document, such averaging date will be postponed until the next scheduled trading day on which no market disruption event occurs; provided, however, if a market disruption event occurs on each of the eight scheduled trading days following the originally scheduled averaging date, then (a) that eighth scheduled trading day shall be deemed to be that averaging date and (b) the calculation agent shall determine the volume weighted average price of the index stock for that eighth scheduled trading day, based upon its good faith estimate of the volume weighted average price on such day. If any averaging date is postponed, all subsequent averaging dates will also be postponed as set forth in the preceding sentence; the next subsequent averaging date will then be the next scheduled trading day on which no market disruption event occurs (subject to the eight scheduled trading day limitation described above). As a consequence, the occurrence of a market disruption event on a day that would otherwise be an averaging date may result in non-consecutive averaging dates.

· Denominations: $36.18 and integral multiples thereof.

· Listing: The YEELDS will not be listed on any exchange.

· CUSIP: 52522L558

· ISIN: US52522L5580

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 YEELDS prospectus supplement or any accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers Holdings has granted the underwriter an option to purchase, within 13 days of the original issuance, up to an additional 2,073,000 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 January 14, 2008.

Lehman Brothers Holdings Inc. has filed a registration statement (including a base prospectus) with the U.S. Securities and Exchange Commission, or SEC, for this offering. Before you invest, you should read this pricing supplement together with the base prospectus, as supplemented by the MTN prospectus supplement and the YEELDS prospectus supplement relating to our Series I medium-term notes of which the YEELDS are a part. Buyers should rely upon the base prospectus, the MTN prospectus supplement, the YEELDS prospectus supplement, this pricing supplement, any other relevant terms supplement and any relevant free writing prospectus for complete details. This pricing supplement, together with the documents listed below, contains the terms of the YEELDS and supersedes all prior or contemporaneous communications concerning the YEELDS. To the extent that there are any inconsistencies among the documents listed below, this pricing supplement shall supersede the YEELDS prospectus supplement, which shall, likewise, supersede the base prospectus and the MTN prospectus supplement. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying YEELDS prospectus supplement as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the YEELDS. You may get these documents and other documents Lehman Brothers Holdings Inc. has filed for free by searching the SEC online database (EDGAR^®) at www.sec.gov, with “Lehman Brothers Holdings Inc.” as a search term or through the links below, or by calling Lehman Brothers Inc. toll-free at 1-888-603-5847.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Here are three examples of the amount that may be payable on the stated maturity date, assuming the YEELDS are settled in cash at maturity. In each of these examples, it is assumed that actual aggregate dividends of the index stock equal the expected aggregate dividends as of the valuation date.

Example 1. Assuming the settlement value is $28.94:

As a result, because the settlement value of $28.94 is less than the equity cap price of $41.4261, on the stated maturity date, you would receive $28.94 per YEELDS, plus any accrued but unpaid coupon payments.

Example 2. Assuming the settlement value is $39.80:

As a result, because the settlement value of $39.80 is less than the equity cap price of $41.4261, on the stated maturity date, you would receive $39.80 per YEELDS, plus any accrued but unpaid coupon payments.

Example 3. Assuming the settlement value is $57.89:

As a result, because the equity cap price of $41.4261 is less than the settlement value of $57.89, on the stated maturity date, you would receive $41.4261 per YEELDS, plus accrued but unpaid coupon payments.

To the extent the actual settlement value differs from the values assumed above or that General Electric Company changes the amount of the quarterly cash dividends it pays, the results indicated above would be different.

General Electric Company

Lehman Brothers Holdings has obtained the following information regarding General Electric Company from General Electric Company’s reports filed with the SEC.

General Electric Company (“GE”) is a diversified industrial corporation. Its infrastructure segment produces jet engines, turboprop and turbo shaft engines, and related replacement parts for use in military and commercial aircraft; wind turbines; aircraft engine derivatives; gas and steam turbines, and generators; oil and natural gas compressors and turbines; diesel-electric locomotives and parts; and productivity solutions for industrial and municipal water systems. It offers various financial products and services aviation and energy sectors. The company's commercial finance segment provides loans, leases, and other financial services to manufacturers, distributors, and end-users for various equipment and capital assets. Its GE money segment offers credit cards, loans, mortgages, and deposit and savings products to consumers and retailers. GE's healthcare segment manufactures equipment for magnetic resonance, computed tomography, positron emission tomography imaging, X-ray, patient monitoring, diagnostic cardiology, nuclear imaging, ultrasound, bone densitometry, anesthesiology and oxygen therapy, and neonatal and critical care and therapy. Its NBC Universal segment provides network television services; produces television programs and motion pictures; operates television broadcasting stations; owns various cable/satellite networks; and operates theme parks. GE's industrial segment offers home appliances; lamp products; electrical distribution and control products; motors and control systems used in end-industrial and consumer products; commercial lighting systems; protection and productivity solutions; handheld and portable field calibrators; equipment for detection of material defects; stand-alone measurement instrumentation; and systems for validating or certifying commercial and industrial processes. The company has a strategic partnership with China Life Insurance (group) Company Limited.

Historical information about the index stock

The index stock is listed on The New York Stock Exchange under the symbol “GE”.

The following table presents the high and low closing prices for the index stock, as reported on The New York Stock Exchange during each fiscal quarter in 2005, 2006, 2007 and 2008 (through the date of this pricing supplement), and the closing price at the end of each quarter in 2005, 2006, 2007 and 2008 (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 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.

The table 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 and is settled in cash on the stated maturity date, and (b) it is assumed that actual aggregate dividends of the index stock equals the expected aggregate dividends as of the valuation date:

•

the percentage change from the issue price to the hypothetical settlement value on the valuation date;

•

the total coupon payments paid or payable on or before the stated maturity date per YEELDS;

•

the hypothetical total amount payable per YEELDS on the stated maturity date;

•

the hypothetical total annualized yield on the YEELDS on the stated maturity date; and

•

the hypothetical total annualized yield from direct ownership of the index stock.

United States Holders. Lehman Brothers Holdings intends to treat, and by purchasing a YEELDS, for all tax purposes, you agree to treat, a YEELDS as a financial contract, rather than as a debt instrument.

Upon the receipt of cash on the stated maturity date of the YEELDS in connection with a cash settlement at maturity of a YEELDS, you will recognize gain or loss. The amount of that gain or loss will be the extent to which the amount of the cash received (other than amounts representing accrued but unpaid coupon payments) differs from your tax basis in the YEELDS. Your tax basis in the YEELDS generally will equal the amount you paid to acquire the YEELDS. It is uncertain whether any such gain or loss would be treated as ordinary income or loss or capital gain or loss. Absent a future clarification in current law (by an administrative determination, judicial ruling or otherwise), where required, Lehman Brothers Holdings Inc. intends to report any such gain or loss to the Internal Revenue Service in a manner consistent with the treatment of that gain or loss as capital gain or loss. If that gain or loss is treated as capital gain or loss, then any such gain or loss will generally be long-term capital gain or loss if you have held the YEELDS for more than one year as of the stated maturity date. If you are an individual, long-term capital gains will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations. Coupon payments, if any, received by you, but not includible in your income, should reduce your tax basis in the YEELDS.

In the event that the stock settlement amount is received on the stated maturity date, although the matter is not free from doubt, Lehman Brothers Holdings Inc. intends to take the position that you generally will not recognize gain or loss upon the receipt of shares of common stock of GE. However, you will be required to recognize gain or loss with respect to any cash received in lieu of fractional shares of common stock of GE. The amount of that gain or loss will be equal to the difference, if any, between the amount of cash received and the portion of your tax basis in the YEELDS that is allocable to those fractional shares of common stock of GE. Any such gain or loss will be treated as short-term capital gain or loss. You will have a tax basis in the shares of common stock of GE equal to your tax basis in your YEELDS (less the portion of such tax basis that is allocable to any fractional shares of common stock of GE), and your holding period for shares of common stock of GE will begin on the day immediately following the day you acquire such shares of common stock of GE.

Upon a sale, exchange or other disposition of a YEELDS prior to the stated maturity date, you will recognize gain or loss in

an amount equal to the difference between the amount of cash received and your tax basis in the YEELDS. Any such gain or loss will be treated as capital gain or loss. If you have held the YEELDS for more than one year as of the date of such sale, exchange or other disposition, any such capital gain or loss will generally be long-term capital gain or loss. If you are an individual, long-term capital gains will be subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Recent Tax Law Developments. On December 7, 2007, the Internal Revenue Service (the “IRS”) released a Notice indicating that the IRS and the Treasury Department are considering and seeking comments as to whether holders of instruments similar to the YEELDS should be required to accrue income on a current basis over the term of the YEELDS, regardless of whether any payments are made prior to maturity. In addition, the Notice provides that the IRS and the Treasury Department are considering related issues, including, among other things, whether gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax, whether the tax treatment of such instruments should vary depending upon the nature of the underlying asset, and whether such instruments should be subject to the special “constructive ownership rules” contained in Section 1260 of the Code (the “Code”). It is not possible to predict what changes, if any, will be adopted, or when they will take effect. Any such changes could affect the amount, timing and character of income, gain or loss in respect of the YEELDS, possibly with retroactive effect. Holders are urged to consult their tax advisors concerning the impact of the Notice on their investment in the YEELDS. Subject to future developments with respect to the foregoing, Lehman Brothers Holdings Inc. intends to continue to treat the YEELDS for U.S. federal income tax purposes in accordance with the treatment described in the accompanying YEELDS prospectus supplement under the headings “Summary Information – Q&A,” “Risk Factors” and “United States Federal Income Tax Consequences.”

Alternative Characterizations. There can be no assurance that the Internal Revenue Service will agree with the foregoing treatment of the YEELDS, and it is possible that the Internal Revenue Service could assert another treatment and a court could agree with such assertion.

See “United States Federal Income Tax Consequences” in the accompanying YEELDS prospectus supplement.

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 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 YEELDS 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 YEELDS, up to 2,073,000 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 $575,008,740.00, $0.00 and $575,008,740.00 respectively.

Lehman Brothers Holdings expects to deliver the YEELDS against payment on or about January 14, 2008, 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 YEELDS on the date of this 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 this 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 has entered 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 may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.


Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee(1)(2)

Notes	$500,007,600.00	$19,650.30


	High	Low	Period End

2005
First Quarter	$36.59	$35.13	$36.06
Second Quarter	$37.18	$34.61	$34.65
Third Quarter	$35.63	$33.14	$33.67
Fourth Quarter	$36.20	$32.68	$35.05

2006
First Quarter	$35.47	$32.31	$34.78
Second Quarter	$35.16	$32.88	$32.96
Third Quarter	$35.48	$32.11	$35.30
Fourth Quarter	$38.15	$34.71	$37.21

2007
First Quarter	$38.11	$34.09	$35.36
Second Quarter	$39.29	$34.76	$38.28
Third Quarter	$41.77	$36.90	$41.40
Fourth Quarter	$42.12	$36.25	$37.07

2008
First Quarter (through January 7, 2008)	$36.80	$36.04	$36.18


Hypothetical settlement value on the valuation date	Percentage change from the issue price to the hypothetical settlement value on the valuation date	Total coupon payments paid or payable on or before the stated maturity date per YEELDS	Hypothetical total amount payable per YEELDS on the stated maturity date (1)	Hypothetical total annualized yield on the YEELDS on the stated maturity date per YEELDS (2)	Hypothetical total annualized yield from direct ownership of index stock
$21.7080	-40%	$2.7663	$21.7080	-32.81%	-35.95%
$28.9440	-20%	$2.7663	$28.9440	-12.48%	-16.22%
$32.5620	-10%	$2.7663	$32.5620	-2.37%	-6.39%
$36.1800	0%	$2.7663	$36.1800	7.69%	3.43%
$39.7980	10%	$2.7663	$39.7980	17.73%	13.22%
$43.4160	20%	$2.7663	$41.4261	22.23%	23.00%
$45.2250	25%	$2.7663	$41.4261	22.23%	27.88%
$50.6520	40%	$2.7663	$41.4261	22.23%	42.51%
$57.8880	60%	$2.7663	$41.4261	22.23%	61.97%
$65.1240	80%	$2.7663	$41.4261	22.23%	81.38%
$72.3600	100%	$2.7663	$41.4261	22.23%	100.75%


	Per YEELDS	Total
Public offering price (1)	$36.18	$500,007,600.00
Underwriting discount (2)	$0.00	$0.00
Proceeds to Lehman Brothers Holdings	$36.18	$500,007,600.00