EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement of
Lehman Brothers Holdings Inc. (Form S-8, File No. 33-53923), pertaining to the
Lehman Brothers Holdings Inc. Tax Deferred Savings Plan (the "Plan"), of our
report dated June 22, 2001, with respect to the financial statements and
supplemental schedules of the Plan included in the Plan's Annual Report (Form
11-K) for the year ended December 31, 2000.


/s/ Ernst & Young LLP



New York, New York
June 29, 2001