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):

                                 April 12, 2004


                          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, NY    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 Registration
Statement on Form S-3 No. 333-60474 as an exhibit thereto and is filed as part
of this Report.


4.01              Form of senior debt security--Global Security representing the
                  Registrant's Medium-Term Notes, Series G, Risk AdjustiNG
                  Equity Range Securities PlusSM, Performance Linked to the
                  Value of a Stock Index (filed herewith).



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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:    April 12, 2004                     By: /s/ Karen Corrigan
                                                --------------------------------
                                                Karen Corrigan
                                                Vice President
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                                  EXHIBIT INDEX



Exhibit No.       Exhibit


4.01              Form of senior debt security--Global Security representing the
                  Registrant's Medium-Term Notes, Series G, Risk AdjustiNG
                  Equity Range Securities PlusSM, Performance Linked to the
                  Value of a Stock Index (filed herewith).

                                       4