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                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

                                  ----------
                                      
                                   FORM 8-A

              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               (I.R.S. employer
          or organization                  identification no.)


     3 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
      -------------------                      ------------------------------

      Common Stock, par value                  New York Stock Exchange
      $0.10 per share                          Pacific Stock Exchange
      ----------------------------             ------------------------------


      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     None
     -------------------------------------------------------------------
                               (Title of class)


                              Page 1 of 3 Pages
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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The required information is incorporated by reference
to the information set forth under the caption "Description
of Capital Stock" in the Registrant's Registration Statement
on Form S-1 (Registration No. 33-52977), as amended (the
"Registration Statement"), and as initially filed on April
5, 1994 with the Securities and Exchange Commission, a copy
of which section is attached hereto as Exhibit 2(4) and is
incorporated herein by this reference.

ITEM 2.   EXHIBITS.

          2(1) Form of Restated Certificate of Incorporation of
          the Registrant (incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement)

          2(2) Form of Restated Bylaws of the Registrant
          (incorporated herein by reference to Exhibit 3.5 of the
          Registration Statement)

          2(3) Specimen Certificate of the Registrant's Common
          Stock, par value $0.10 per share (incorporated by
          reference to Exhibit 4.2 of the Registration Statement)

          2(4) Excerpt from the Registration Statement describing
          the securities.

                               Page 2 of 3 Pages
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                                   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.

Date: June 2, 1994                 By:  /s/ Maxine Gerson   
                                      ----------------------
                                   Name:    Maxine Gerson
                                   Title:   Vice President


                              Page 3 of 3 Pages
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                                EXHIBIT INDEX
                                -------------

          2(1) Form of Restated Certificate of Incorporation of
          the Registrant (incorporated herein by reference to
          Exhibit 3.1 of the Registration Statement)

          2(2) Form of Restated Bylaws of the Registrant
          (incorporated herein by reference to Exhibit 3.5 of the
          Registration Statement)

          2(3) Specimen Certificate of the Registrant's Common
          Stock, par value $0.10 per share (incorporated by
          reference to Exhibit 4.2 of the Registration Statement)

          2(4) Excerpt from the Registration Statement describing
          the securities.