HARVARD INDUSTRIES INC
SC 13G/A, 2000-02-14
FABRICATED RUBBER PRODUCTS, NEC
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G Amendment No. 2
Under the Securities Exchange Act of 1934


Harvard Industries Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

417434503000
(CUSIP Number)

Check the following box if a fee is being paid with this statement.
(   )

The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act.





<PAGE>


CUSIP No.
417434503000

1)  Names of Reporting Person
        Lehman Brothers Holdings Inc.
        S.S. or I.R.S. Identification No. of Above Person
        13-3216325

2)  Check the Appropriate box if a Member of a Group

(a)  ( X ) Sole
(b)  (   ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        1,089,372

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        1,089,372

8)  Shared Dispositive Power
        -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        1,089,372

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
        (---)

11) Percent of Class Represented by Amount in Row 9
        12.6%

12)  Type of Reporting Person
         HC/CO

<PAGE>


Item 1(a).  Name of Issuer: Harvard Industries Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:
                      3 Werner Way, Suite 960
                      Lebanon, NJ 08833

Item 2(a).  Name of Person Filing:
                      Lehman Brothers Holdings Inc.

Item 2(b).  Address of Principal Business Office:
                      3 World Financial Center
                      New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:
                      See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:
                      Common Stock

Item 2(e).  CUSIP Number:
                      417434503000

Item 3.     Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):

               The person  filing this  statement  is Lehman  Brothers  Holdings
          Inc.,   a  parent   holding   company  in   accordance   with  Section
          240.13d1(b)(ii)(G).

Item 4. Ownership

(a)       Amount  Beneficially  Owned as of December 31,  1999
          See Item 9 of cover pages

(b)       Percent of Class:
          See Item 11 of cover pages

(c)      Number of shares as to which such person has:
          (i)  sole power to vote or to direct the vote
          (ii) shared power to vote or to direct the vote
          (iii) sole power to dispose or to direct the disposition
          (iv) shared power to dispose or to direct the disposition

      See Items 5-8 of cover pages

<PAGE>





Item 5.   Ownership of Five Percent or Less of a Class
               Not Applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person
               Not Applicable.


Item 7.   Identification and Classification of the Subsidiary  which Acquired
          the Security being reported on by the Parent Holding Company

          The relevant  subsidiary  is Lehman  Brothers  Inc.,  a  Broker/Dealer
          registered under Section 15 of the Securities Exchange Act of 1934.


Item 8.   Identification   and  Classification  of  Members  of  the  Group
               Not Applicable.


Item 9.   Notice of Dissolution of Group
               Not Applicable.


Item 10.  Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.




<PAGE>





After  reasonable  inquiry and to the best of the  undersigned's  knowledge  and
belief,  the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.



Dated: December 31, 1999


LEHMAN BROTHERS HOLDINGS INC.


By:  /s/ Oliver Budde
     ----------------
Name:  Oliver Budde
Title: Vice President




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