LEHMAN BROTHERS INC//
8A12BEF, 1996-08-05
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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 INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                           13-2518466
 (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)


If this Form relates to the registration     If this Form relates to the 
of a class of debt securities and is         registration  of a class of debt
effective upon filing pursuant to            securities and is to become
General Instruction A(c)(1) please           effective simultaneously  with
check the following box   X                  the effectiveness of a concurrent
                                             registration statement under the 
                                             Securities Act of 1933 pursuant  to
                                             General Instruction A(c)(2) please
                                             check the following box.


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


   7 5/8% Senior Subordinated Notes       New York Stock Exchange, Inc.
   Due 2006 

Securities to be registered pursuant to Section 12(g) of the Act: None

<PAGE>

Item 1.         Description of Registrant's Securities to be Registered.


                The security to be  registered  is a 7 5/8% Senior  Subordinated
Note due June 1, 2006 (the "Note") of Lehman  Brothers Inc.  (the  "Registrant")
issued under the  Registration  Statement on Form S-3 (File No. 33-63613) of the
Registrant  as amended  by a  post-effective  amendment  No.2 filed on April 12,
1996. A description of the Note is contained in the  Prospectus  dated April 16,
1996 and in the Prospectus Supplement dated May 28, 1996 filed by the Registrant
with the Securities and Exchange Commission (the "Commission")  pursuant to Rule
424(b) under the  Securities  Act of 1933 on May 28, 1996.  Such  Prospectus and
Prospectus  Supplement shall be deemed to be incorporated by reference into this
Registration Statement.


Item 2.  Exhibits.

    1.  Form of the Registrant's 7 5/8% Senior Subordinated Note due 2006 is
 included in Exhibit 4(a) to Post-Effective Amendment No. 2 to Registration
 Statement No. 33-63613 filed April 12, 1996 and incorporated by
reference herein.

    2.   Indenture dated as of March 1, 1996, between the Registrant and The 
First National Bank of Chicago as Trustee (incorporated by reference to Exhibit
4(a) to Post-Effective Amendment No. 2 to Registration Statement No. 33-63613
filed April 12, 1996.



                                    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 INC.
                                                         (Registrant)


Date:      August 5, 1996                       By:        /s/ Jennifer Marre
                                                           ------------------
                                                Name:       Jennifer Marre
                                                Title:      Vice President



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