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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



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


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

      THREE WORLD FINANCIAL CENTER
            NEW YORK, NEW YORK                                          10285
(Address of principal executive offices)                              (Zip Code)



        Securities to be registered pursuant to Section 12(b) of the Act



   Title of each class                                   Name of each exchange on which
   to be so registered                                   each class is to be registered
   -------------------                                   ------------------------------
                                                      
Japanese Yen Bear Warrants                               American Stock Exchange, Inc.



    Securities to be registered pursuant to Section 12(g) of the Act:  None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        The securities to be registered are Japanese Yen Bear Warrants
Expiring March __, 1996 (the "Warrants") of Lehman Brothers Holdings Inc. (the
"Registrant") and shall be issued under the Registrant's Registration Statement
on Form S-3 (File No. 33-58548).  A description of the Warrants will be
contained in the Prospectus and Prospectus Supplement to be filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933, and such Prospectus
and Prospectus Supplement shall be deemed to be incorporated by reference into
this Registration Statement.

ITEM 2. EXHIBITS.


        Exhibit No.

           1A      Form of Warrant Certificate (attached as exhibit A to the
                   form of Currency Warrant Agreement referred to below).  
           1B      Form of Global Warrant Certificate (attached as exhibit B to
                   the form of Currency Warrant Agreement referred to below).
           2       Form of Currency Warrant Agreement dated March __, 1994
                   among the Registrant and Citibank, N.A., as Currency
                   Warrant Agent, and Lehman Brothers Inc., as Calculation
                   Agent.


- ----------------------


                                   SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                            LEHMAN BROTHERS HOLDINGS INC.
                                                 (Registrant)

Date:  March 1, 1994                By /s/ Maxine L. Gerson
                                       ----------------------------------
                                               Maxine L. Gerson
                                               Vice President

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                                EXHIBIT INDEX

        Exhibit No.

           1A      Form of Warrant Certificate (attached as exhibit A to the
                   form of Currency Warrant Agreement referred to below).  
           1B      Form of Global Warrant Certificate (attached as exhibit B to
                   the form of Currency Warrant Agreement referred to below).
           2       Form of Currency Warrant Agreement dated March __, 1994
                   among the Registrant and Citibank, N.A., as Currency
                   Warrant Agent, and Lehman Brothers Inc., as Calculation
                   Agent.