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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A


[ X ]              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended February 28, 1998

                                       OR

[   ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to ____________

                          Commission file number 1-9466

                          Lehman Brothers Holdings Inc.
             (Exact Name of Registrant As Specified In Its Charter)

           Delaware                                     13-3216325
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

    3 World Financial Center
       New York, New York                                 10285
(Address of principal executive offices)                (Zip Code)
     

      Registrant's telephone number, including area code: (212) 526-7000


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes __X__        No ______

As of March 31, 1998,  118,534,552 shares of the Registrant's  Common Stock, par
value $.10 per share, were outstanding.
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     On April 6, 1998, Lehman Brothers Holdings Inc. ("Holdings") filed with the
Securities  and  Exchange  Commission  (the "SEC") a Current  Report on Form 8-K
which included as Exhibit 99.1 thereto certain  restated  financial  information
resulting  from  Holdings'  adoption of FASB  Statement  128. On April 14, 1998,
Holdings filed with the SEC its Quarterly  Report on Form 10-Q for the quarterly
period ended February 28, 1998.  This amendment to such Form 10-Q has been filed
solely to submit  restated  Financial  Data  Schedules for the fiscal year ended
November  30, 1997,  the nine month period ended August 31, 1997,  the six month
period ended May 31, 1997 and the three month  period  ended  February 28, 1997;
the fiscal year ended  November 30, 1996, the nine month period ended August 31,
1996,  the six month  period ended May 31, 1996 and the three month period ended
February 29, 1996; and the fiscal year ended November 30, 1995.





                                  SIGNATURES

         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 thereunto duly authorized.


                                                LEHMAN BROTHERS HOLDINGS INC.
                                                         (Registrant)


Date: May 11, 1998                              By: /s/ Jennifer Marre
                                                    Jennifer Marre
                                                    Vice President
                                                  (Duly Authorized Officer)


Date: May 11, 1998                              By: /s/ Charles B. Hintz
                                                    Charles B. Hintz
                                                    Chief Financial Officer
                                                 (Principal Financial Officer)





                                EXHIBIT INDEX

Exhibit No.                                 Exhibit


Exhibit 27.1  Restated Financial Data Schedules for the fiscal year ended Novem-
              ber 30, 1997, the nine month period ended August 31, 1997, the six
              month period ended May 31, 1997 and the three month period ended
              February 28, 1997

Exhibit 27.2  Restated Financial Data Schedules for the fiscal year ended Novem-
              ber 30, 1996, the nine month period ended August 31, 1996, the six
              month period ended May 31, 1996 and the three month period ended
              February 29, 1996

Exhibit 27.3  Restated Financial Data Schedule for the fiscal year ended Novem-
              ber 30, 1995