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):
                               September 23, 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 Exhibits are filed as part of this Report.

         Exhibit 99.1           Press Release Relating to Earnings

         Exhibit 99.2           Selected Statistical Information
                                      (Preliminary and Unaudited)

         Exhibit 99.3           Consolidated Statement of Income
                                Three Months Ended August 31, 2003
                                      (Preliminary and Unaudited)

         Exhibit 99.4           Consolidated Statement of Income
                                Nine Months Ended August 31, 2003
                                      (Preliminary and Unaudited)

         Exhibit 99.5           Segment Net Revenue Information
                                Three and Nine Months Ended August 31, 2003
                                      (Preliminary and Unaudited)


Item 12. Results of Operations and Financial Condition.

On September 23, 2003, Lehman Brothers Holdings Inc. (the "Registrant") issued a
press  release  with respect to its  earnings  for its most  recently  completed
fiscal quarter (the "Earnings Release").

The  Earnings  Release and  related  attachments  are  annexed as Exhibits  99.1
through 99.5 hereto and are hereby incorporated herein and made a part hereof.

The information  furnished under this Item 12,  including  Exhibits 99.1 through
99.5, shall be deemed to be "filed" for purposes of the Securities  Exchange Act
of 1934, as amended.


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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)


Date:   September 23, 2003                  By:      /s/ David Goldfarb
                                                --------------------------------
                                                   David Goldfarb
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)

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                                  EXHIBIT INDEX

Exhibit 99.1                    Press Release Relating to Earnings

Exhibit 99.2                    Selected Statistical Information
                                      (Preliminary and Unaudited)

Exhibit 99.3                    Consolidated Statement of Income
                                Three Months Ended August 31, 2003
                                      (Preliminary and Unaudited)

Exhibit 99.4                    Consolidated Statement of Income
                                Nine Months Ended August 31, 2003
                                      (Preliminary and Unaudited)

Exhibit 99.5                    Segment Net Revenue Information
                                Three and Nine Months Ended August 31, 2003
                                      (Preliminary and Unaudited)

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