Lehman Brothers Holdings Inc Plan Trust (LEHMQ) 424B5 Prospectus supplement for primary offering

Filed pursuant to Rule 424(b)(5)

Registration Numbers 333-134553

333-134553-04

Prospectus Supplement dated May 8, 2007

LEHMAN BROTHERS HOLDINGS, INC./LEHMAN BROTHERS HOLDINGS CAPITAL TRUST VIII

FINAL MCAPS TERMS

Lehman Brothers Holdings Inc.

$500,000,000

Floating Rate Mandatory Capital Advantaged Preferred Securities (“MCAPS”SM)

Lehman Brothers Holdings Capital Trust VIII

For purposes of the offering of the securities offered by this prospectus supplement only, this prospectus supplement is a supplement to the preliminary prospectus dated May 8, 2007 (the “Prospectus”) of Lehman Brothers Holdings Inc. (“LBHI”) and Lehman Brothers Holdings Capital Trust VII included in Post-Effective Amendment No. 3 to LBHI’s Registration Statement on Form S-3 (Reg. No. 333-134553), and the terms described herein supersede any terms in the Prospectus that are inconsistent with the following terms. This prospectus supplement does not supplement the Prospectus for purposes of the concurrent offering described below.

Issuers:	Lehman Brothers Holdings Inc. (“LBHI”) and Lehman Brothers Holdings Capital Trust VIII (the “Trust”). Each reference to Lehman Brothers Holdings Capital Trust VII in the Prospectus shall be deemed to refer to Lehman Brothers Holdings Capital Trust VIII. This supplement supplements the Prospectus only for purposes of the offering of the securities offered by this supplement, and does not supplement the Prospectus for purposes of the concurrent offering described below.
MCAPS:	Each MCAPS is a unit with a stated amount of $1,000 and initially will consist of:
	·      a stock purchase contract obligating holders of Floating Rate MCAPS to purchase on the stock purchase date one depositary share representing 1/100th of a share of LBHI’s Non-Cumulative Perpetual Preferred Stock, Series I, $100,000 liquidation preference per share on the stock purchase date, and
	·      a trust preferred security of the Trust with a liquidation amount of $1,000
Size:	$500,000,000 in the aggregate.
MCAPS Distribution Rate:	Until the stock purchase date, payable quarterly in arrears on each February 28, May 31, August 31 and November 30, commencing on August 31, 2007 at a floating annual rate of 3-month LIBOR (as defined in the Prospectus) plus 0.83% comprised of the stock purchase contract payment rate and the distribution rate on the trust preferred securities. Payments (including contract payments, distributions on the trust preferred securities and interest on the junior

	subordinated debentures) for any period during which a LIBOR rate is applicable will be calculated based on the actual number of days in the relevant period using a 360-day year. If any day that would otherwise be a payment date for any such period is not a New York and London business day, then the first New York and London business day following that day will be the applicable payment date, unless such day falls in the next calendar month, in which case the payment date will be the immediately preceding New York and London business day.
Stock Purchase Contract
Payment Rate:	Payable quarterly in arrears on each February 28, May 31, August 31 and November 30, commencing August 31, 2007, accruing from May 17, 2007 at a rate per year of 0.15% of the stated amount of $1,000 through the stock purchase date.
Distribution Rate on Trust
Preferred Securities:	Payable quarterly in arrears on each February 28, May 31, August 31 and November 30, commencing August 31, 2007, accumulating from May 17, 2007 at a floating annual rate of 3-month LIBOR plus 0.68% of the stated amount of $1,000 through the stock purchase date. The underlying junior subordinated debentures have the same interest rate and payment dates.
Distribution Rate on Trust
Preferred Securities in
Failed Remarketing:	Quarterly floating rate of 3-month LIBOR plus 0.84% per annum, accruing from stock purchase date. The underlying junior subordinated debentures have the same interest rate and payment dates.
Reset Caps on Remarketing
of Junior Subordinated
Debentures:	The fixed rate reset cap will be the prevailing market yield, as determined by the remarketing agent, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the junior subordinated debentures may be redeemed at LBHI’s option in the event of a successful remarketing, plus 350 basis points, or 3.50% per annum
	The floating rate reset cap will be 300 basis points, or 3.00% per annum
Distribution Rate on
Treasury MCAPS:	Payable quarterly in arrears on each February 28, May 31, August 31 and November 30, commencing August 31, 2007, accumulating from May 17, 2007 at a rate per year of 0.15% of the stated amount of $1,000 per Treasury MCAPS plus “excess proceeds distribution” as described in the Prospectus
Dividend Rate on
Preferred Stock:	For any dividend period from and after the stock purchase date, a rate per annum equal to the greater of (x) three-month LIBOR for the related dividend period plus 0.83% and (y) 4.00%, provided that if the Preferred Stock is issued prior to May 31, 2012, dividends will be payable quarterly in arrears on each February 28, May 31, August 31 and November 30 at a rate per annum equal to 3-month LIBOR and 0.83% until May 31, 2012
Redemption Price in Tax
Event, Rating Agency Event and Capital

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Treatment Event:	100% of principal amount plus accrued and unpaid interest
Offering Price,
Underwriting Discount and
Proceeds to Lehman:	Initial Public Offering Price: $1,000 per MCAPS, $500,000,000 in the aggregate
	Underwriting Discount: $15 per MCAPS, $7,500,000 in the aggregate
	Proceeds to LBHI: $985 per MCAPS, $492,500,000 in the aggregate
Dealer Concession:	Not in excess of 1% of the stated amount of MCAPS
Reallowance:	Not in excess of 0.25% of the stated amount of the MCAPS on sales to certain other dealers
Trade Date:	May 8, 2007
Settlement Date:	May 17, 2007 (T+7)
Underwriters:	Lehman Brothers Inc.
	BBVA Securities, Inc.
	BNY Capital Markets, Inc.
	Banc of America Securities LLC
	Calyon Securities (USA) Inc.
	Citigroup Global Markets Inc.
	HSBC Securities (USA) Inc.
	ING Financial Markets LLC
	Loop Capital Markets, LLC
	Mizuho Securities USA Inc.
	Samuel A. Ramirez & Co., Inc.
	SG Americas Securities, LLC
	SunTrust Capital Markets, Inc.
	Utendahl Capital Partners LP.
	Wachovia Securities
	Wells Fargo Securities, LLC
CUSIP for Normal MCAPS:	52517PZ95
CUSIP for Treasury MCAPS:	52517P2B6
CUSIP for Trust Preferred
Securities:	52517P2D2
Listing:	We intend to list the Normal MCAPS on the New York Stock Exchange. In the event that sufficient numbers of Normal MCAPS are converted to Treasury MCAPS, the liquidity of Normal MCAPS could decrease and, if the number of Normal MCAPS falls below the applicable requirements for listing on the New York Stock Exchange, the Normal MCAPS could be delisted or trading in the Normal MCAPS could be suspended.
Certain Tax Matters:	Lehman Brothers Holdings, Inc. intends to treat the junior subordinated debentures as “variable rate” debt instruments. However, there are no regulations, rulings, or other authorities that address the United States federal income tax treatment of debt instruments that are substantially similar to the junior subordinated debentures, and their treatment under these rules is unclear. If the IRS were to successfully challenge this position, the timing, amount and character of your income could be adversely affected.

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Concurrent Offering: Concurrently with the offering of the MCAPS, LBHI and Lehman Brothers Holdings Capital Trust VII are issuing $1,000,000,000 5.857% Mandatory Capital Advantaged Preferred Securities (“MCAPS”SM) pursuant to the Prospectus.

Repayment of the MCAPS is not protected by any Federal agency or by the Securities Investor Protection Corporation.

Terms are used in this term sheet with the meanings assigned to them in the Prospectus included in the registration statement referred to above.

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