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

              --% Micron Yield Enhanced Equity Linked                                American Stock Exchange, Inc.
                      Debt Securities Due 1997


    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 _% Micron Yield Enhanced Equity
Linked Debt Securities Due 1997 (the "Securities") of Lehman Brothers Holdings
Inc. (the "Registrant") and shall be issued under the Registrant's Registration
Statements on Form S-3 (File Nos. 33-53651 and 33-58548).  A description of the
Securities 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.

         1.      Specimen of the Securities to be registered hereunder.
         2.(a)   Standard Multiple Series Indenture Provisions dated July 30,
                 1987, as amended November 16, 1987 (Incorporated by reference
                 to Exhibit 4(a) to Post-Effective Amendment No. 1 to
                 Registration Statement No. 33-16141 filed November 16, 1987).
         2.(b)   Indenture dated as of September 1, 1987, between the
                 Registrant and Citibank, N.A., as Trustee ("Citibank")
                 (Incorporated by reference to Exhibit 4(b) to Post-Effective
                 Amendment No. 1 to Registration Statement No. 33-16141 filed
                 November 16, 1987).
         2.(c)   Supplemental Indenture dated as of November 25, 1987, between
                 the Registrant and Citibank (Incorporated by reference to
                 Exhibit 4(m) to Registration Statement No. 33-25797 filed
                 November 25, 1988).
         2.(d)   Second Supplemental Indenture dated as of November 27, 1990,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 4(e) to Registration Statement No. 33-49062 filed
                 June 30, 1992).
         2.(e)   Third Supplemental Indenture dated as of September 13, 1991,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 4(f) to Registration Statement No. 33-46146 filed
                 March 10, 1992).
         2.(f)   Fourth Supplemental Indenture dated as of October 4, 1993,
                 between the Registrant and Citibank (Incorporated by reference
                 to Exhibit 2(f) to Form 8-A filed October 7, 1993).





                                   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:  July 13, 1994                               By  /s/ Maxine Gerson
                                                      -----------------------------------
                                                           Maxine Gerson
                                                           Vice President

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                           INDEX TO EXHIBITS     
Exhibit                                          
Number                         Description       
- -------                        -----------       

  1.      Specimen of the Securities to be registered hereunder.
  2.(a)   Standard Multiple Series Indenture Provisions dated 
          July 30, 1987, as amended November 16, 1987 (Incorporated
          by reference to Exhibit 4(a) to Post-Effective Amendment 
          No. 1 to Registration Statement No. 33-16141 filed November
          16, 1987).
  2.(b)   Indenture dated as of September 1, 1987, between the
          Registrant and Citibank, N.A., as Trustee ("Citibank")
          (Incorporated by reference to Exhibit 4(b) to Post-Effective
          Amendment No. 1 to Registration Statement No. 33-16141 filed
          November 16, 1987).
  2.(c)   Supplemental Indenture dated as of November 25, 1987, 
          between the Registrant and Citibank (Incorporated by 
          reference to Exhibit 4(m) to Registration Statement No.
          33-25797 filed November 25, 1988).
  2.(d)   Second Supplemental Indenture dated as of November 27, 1990,
          between the Registrant and Citibank (Incorporated by reference
          to Exhibit 4(e) to Registration Statement No. 33-49062 filed
          June 30, 1992).
  2.(e)   Third Supplemental Indenture dated as of September 13, 1991,
          between the Registrant and Citibank (Incorporated by reference
          to Exhibit 4(f) to Registration Statement No. 33-46146 filed
          March 10, 1992).
  2.(f)   Fourth Supplemental Indenture dated as of October 4, 1993,
          between the Registrant and Citibank (Incorporated by reference
          to Exhibit 2(f) to Form 8-A filed October 7, 1993).