LEHMAN BROTHERS INC//
8-K, 1994-06-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



Date of Report (date of earliest event reported):  May 31, 1994


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

                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-6817                                    13-2518466
(Commission File Number)          (IRS Employer Identification No.)


3 World Financial Center
New York, New York                         10285
(Address of principal                      (Zip Code)
executive offices)

                    Registrant's telephone number, including
                           area code: (212) 526-7000

                    ----------------------------------------
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ITEM 8.  CHANGE IN FISCAL YEAR

         On March 28, 1994, the Board of Directors of Lehman Brothers Holdings
Inc. ("Lehman Brothers"), the parent of Lehman Brothers Inc. (the
"Registrant"), and the Executive Committee of the Board of Directors of the
Registrant approved a change in Lehman Brothers' and the Registrant's
respective fiscal year-ends from December 31 to November 30.  Such change was
subject to the completion of the distribution (the "Distribution") by American
Express Company ("American Express") to its common shareholders of record on
May 20, 1994, of all of the common stock, par value $.10 per share, of Lehman
Brothers held by American Express on the date of the Distribution.  The change
in Lehman Brothers' and the Registrant's fiscal year-ends became effective on
May 31, 1994, the date on which the Distribution was effected.

          The Registrant expects to file a Report on Form 10-Q for the
quarterly period ending June 30, 1994 with the Securities and Exchange
Commission (the "Commission") on or about August 14, 1994; and, in conjunction
with its decision to change its fiscal year, the Registrant anticipates that
its financial statements for the transition period ending November 30, 1994, 
will be contained in a Report on Form 10-K which it expects to file with the
Commission on or about February 28, 1995.





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<PAGE>   3


                                  SIGNATURE



         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.


                                   LEHMAN BROTHERS INC.
                                
                                
                                
                                
                                   BY:   /S/ ROBERT MATZA          
                                       ----------------------------
                                            ROBERT MATZA
                                            CHIEF FINANCIAL OFFICER
                                            (PRINCIPAL FINANCIAL OFFICER)
                                
                                

Date:  June 15, 1994





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