UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):
                               August 25, 2003


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

                                    Delaware
                 (State or other jurisdiction of incorporation)


                    1-9466                    13-3216325
           (Commission File Number) (IRS Employer Identification No.)

                               745 Seventh Avenue
                            New York, New York 10019
                        (Address of principal (Zip Code)
                          executive offices)

               Registrant's telephone number, including area code:

                                 (212) 526-7000











Item 7.  Financial Statements and Exhibits

         (c)      Exhibits


     The following  Exhibit is incorporated  by reference into the  Registration
Statement on Form S-3  (Registration  No. 333-60474) of Lehman Brothers Holdings
Inc.  (the  "Registrant")  as an  exhibit  thereto  and is filed as part of this
Current Report.

     4.01 Certificate of  Designations,  Powers,  Preferences  and Rights of the
          6.50% Cumulative  Preferred Stock, Series F, of the Registrant,  dated
          August 25, 2003.










                                    SIGNATURE


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


                                        LEHMAN BROTHERS HOLDINGS INC.


                                        By:__/s/ Barrett S. DiPaolo_______
                                             Barrett S. DiPaolo
                                             Vice President


Date:  August 26, 2003











                                  EXHIBIT INDEX



Exhibit No.                Exhibit


4.01      Certificate of  Designations,  Powers,  Preferences  and Rights of the
          6.50% Cumulative  Preferred Stock, Series F, of the Registrant,  dated
          August 25, 2003.