LEHMAN BROTHERS HOLDINGS INC
11-K, 1995-06-29
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549


                                
                                
                            FORM 11-K
                                
                                


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
    SECURITIES AND EXCHANGE COMMISSION
    For the fiscal year ended December 30, 1994

                               OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the transition period from _______ to _______.

                                
                                
                  Commission file number 1-7657
                                
                                
                                

     A.   Full title of the plan and the address of the plan, if
different from that of the issuer named below:
     
                  LEHMAN BROTHERS HOLDINGS INC.
                    TAX DEFERRED SAVINGS PLAN
                                
                                
                                
                  Lehman Brothers Holdings Inc.
                    3 World Financial Center
                       New York, NY  10285

     B.   Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
     
                  Lehman Brothers Holdings Inc.
                    3 World Financial Center
                       New York, NY  10285
                                
                                
                      Financial Statements
                  and Supplemental Information
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
                                
         For the years ended December 30, 1994 and 1993
               with Report of Independent Auditors
                                
                                
                 Report of Independent Auditors


The Employee Benefit Plans Committee
Lehman Brothers Holdings Inc.

We  have  audited  the  accompanying  statements  of  net  assets
available for plan benefits of the Lehman Brothers Holdings  Inc.
Tax  Deferred Savings Plan as of December 30, 1994 and 1993,  and
the  related  statements of changes in net assets  available  for
plan   benefits  for  the  years  then  ended.   These  financial
statements  are  the responsibility of the Plan's  administrator.
Our  responsibility is to express an opinion on  these  financial
statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  net   assets
available for plan benefits of the Lehman Brothers Holdings  Inc.
Tax  Deferred Savings Plan at December 30, 1994 and 1993, and the
changes  in  its net assets available for plan benefits  for  the
years   then   ended,  in  conformity  with  generally   accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic  financial  statements taken as a whole.  The  accompanying
supplemental  schedules of investments held as  of  December  30,
1994,  and  single and series of transactions in excess  of  five
percent  of net assets available for plan benefits for  the  year
ended  December 30, 1994, are presented for purposes of complying
with  the  Department  of  Labor's  Rules  and  Regulations   for
Reporting  and  Disclosure under the Employee  Retirement  Income
Security  Act of 1974, and are not a required part of  the  basic
financial  statements.  The Fund Information in the statement  of
net  assets  available  for plan benefits and  the  statement  of
changes  in  net assets available for plan benefits is  presented
for  purposes of additional analysis rather than to  present  the
net  assets available for plan benefits and changes in net assets
available  for  plan  benefits of each  fund.   The  supplemental
schedules  and  Fund  Information  have  been  subjected  to  the
auditing  procedures applied in our audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.


May 8, 1995

                                
                                
                                
                                
                                
                                
                    Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
                      Financial Statements
                   and Supplement Information
                                
         For the years ended December 30, 1994 and 1993
                                
                                
                            Contents

Report of Independent Auditors                             1
                                                            
Financial                                                   
Statements

                                                            
Statements of Net Assets Available for Plan Benefits       2
Statements of Changes in Net Assets Available for  Plan    4
Benefits
Notes to Financial Statements                              7
                                                            
                                                            
Supplemental                                                
Information

                                                            
Schedule I    Schedule of Investments Held                15
Schedule  II    Schedule of Series of  Transactions  in     
Excess of Five Percent of                                 16
                      Net  Assets  Available  for  Plan
Benefits at Beginning of Year
Schedule III  Schedule of Single Transactions in Excess     
of Five Percent of                                        17
                      Net  Assets  Available  for  Plan
Benefits at Beginning of Year

A   schedule  of  party-in-interest  transactions  has  not  been
presented  because  there were no party-in-interest  transactions
which  are  prohibited by Section 406 of the Employee  Retirement
Income  Security Act of 1974, as amended ("ERISA") and for  which
there are no statutory or administrative exemptions.
                                
                                
                                
                                
                  LEHMAN BROTHERS HOLDINGS INC.
                    TAX DEFERRED SAVINGS PLAN
                                
       STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                
                        DECEMBER 30, 1994
                                
                             Investment                     
                            Funds
                                                       American
                               Short                   Express
                                Term       Fixed       Company
                              Interest     Income       Common
Assets                          Fund        Fund      Stock Fund
Institutional Contracts (at            $ 129,781,154            
cost plus interest)
Investments at fair value:                                      
American Express Company                                        
common stock
785,101 shares (cost:                                          $
$18,025,118)                                          23,160,480
Lehman Brothers Holdings                                        
Inc. common stock
266,054 shares (cost:                                           
$4,025,178)
Twentieth Century Ultra                                         
Investors Fund
1,374,370 shares (cost:                                         
$28,401,537)
Lehman Brothers Prime Value                                     
Money Market Fund
25,519,916 shares (cost:                                        
$25,519,916)
Templeton Foreign Fund                                          
2,439,078 shares                                                
(cost:$22,799,568)
Income Fund of America                                          
865,302 shares                                                  
(cost:$11,613,345)
Fidelity Capital & Income                                       
Fund
1,237,997 shares (cost:                                         
$11,813,730)
S&P 500 Index Fund                                              
2,976,168 shares (cost:                                         
$8,205,869)
PIMCO Total Return Fund                                         
717,901 shares (cost:                                           
$7,235,949)
 Vanguard Fixed Income Long-                                    
    Term Corporate Portfolio
792,170 shares (cost:                                           
$6,664,576)
                                       $ 129,781,154            
                                     -                23,160,480
                                                                
Cash and short-term             421,886                          
investments                                   23,406      30,670
Interest and dividends                                          
receivable                       2,020             6     180,666
Other receivables                                               
                                     -       257,926     598,648
Net Inter-fund transfers                                        
(payable) receivable         (145,644)     1,329,188   (605,604)
Total assets                             131,391,680            
                               278,262                23,364,860
                                                                
Liabilities                                                     
Payable to (receivable from)                                    
other plan                           -        11,782      42,384
Other liabilities                                               
                                     -        45,236       8,753
Total liabilities                                               
                                     -        57,018      51,137
                                                                
Net assets available for             $  $131,334,662 $23,313,723
plan benefits                  278,262
                                                                



                                                           
                               Lehman    Twentieth      Lehman
                              Brothers    Century      Brothers
                              Holdings     Ultra     Prime Value
                                Inc.
                               Common    Investors      Money
Assets                       Stock Fund     Fund     Market Fund
Institutional Contracts (at                                     
cost plus interest)
Investments at fair value:                                      
American Express Company                                        
common stock
785,101 shares (cost:                                           
$18,025,118)
Lehman Brothers Holdings                                        
Inc. common stock
266,054 shares (cost:         3,924,294                          
$4,025,178)
Twentieth Century Ultra                                         
Investors Fund
1,374,370 shares (cost:                 $ 27,418,687            
$28,401,537)
Lehman Brothers Prime Value                                     
Money Market Fund
25,519,916 shares (cost:                             $ 25,519,916
$25,519,916)
Templeton Foreign Fund                                          
2,439,078 shares                                                
(cost:$22,799,568)
Income Fund of America                                          
865,302 shares                                                  
(cost:$11,613,345)
Fidelity Capital & Income                                       
Fund
1,237,997 shares (cost:                                         
$11,813,730)
S&P 500 Index Fund                                              
2,976,168 shares (cost:                                         
$8,205,869)
PIMCO Total Return Fund                                         
717,901 shares (cost:                                           
$7,235,949)
 Vanguard Fixed Income Long-                                    
    Term Corporate Portfolio
792,170 shares (cost:                                           
$6,664,576)
                                                                
                             3,924,294                 25,519,916
                                          27,418,687
                                                                
Cash and short-term                           57,022           4
investments                  2,043,805
Interest and dividends                             -           -
receivable                         126
Other receivables                                               
                                 7,541           647      20,396
Net Inter-fund transfers                                        
(payable) receivable           723,022                          
                                           (206,380) (1,292,122)
Total assets                  6,698,788                 24,248,194
                                          27,269,976
                                                                
Liabilities                                                     
Payable to (receivable from)                       -      56,600
other plan                       5,027
Other liabilities                                               
                                18,070        65,314     119,736
Total liabilities                                               
                                23,097        65,314     176,336
                                                                
Net assets available for     $6,675,691  $ 27,204,662 $ 24,071,858
plan benefits
                                                                
See accompanying notes                                     

                                
                                
                                                           
                                                                 
                             Templeton     Income      Fidelity
                              Foreign     Fund of      Capital &
Assets                          Fund      America     Income Fund
Institutional Contracts (at                                      
cost plus interest)
Investments at fair value:                                       
American Express Company                                         
common stock
785,101 shares (cost:                                            
$18,025,118)
Lehman Brothers Holdings                                         
Inc. common stock
266,054 shares (cost:                                            
$4,025,178)
Twentieth Century Ultra                                          
Investors Fund
1,374,370 shares (cost:                                          
$28,401,537)
Lehman Brothers Prime Value                                      
Money Market Fund
25,519,916 shares (cost:                                         
$25,519,916)
Templeton Foreign Fund                                           
2,439,078 shares                     $                           
(cost:$22,799,568)           21,512,668
Income Fund of America                                           
865,302 shares                          $ 11,370,073             
(cost:$11,613,345)
Fidelity Capital & Income                                        
Fund
1,237,997 shares (cost:                              $ 10,683,915
$11,813,730)
S&P 500 Index Fund                                               
2,976,168 shares (cost:                                          
$8,205,869)
PIMCO Total Return Fund                                          
717,901 shares (cost:                                            
$7,235,949)
 Vanguard Fixed Income Long-                                     
    Term Corporate Portfolio
792,170 shares (cost:                                            
$6,664,576)
                                                       10,683,915
                            21,512,668    11,370,073
                                                                 
Cash and short-term                                              
investments                     44,084        17,088            -
Interest and dividends                                           
receivable                           -             -       27,927
Other receivables                                                
                                 2,340             -       21,006
Net Inter-fund transfers                                         
(payable) receivable           339,898     (106,044)       69,481
Total assets                                           10,802,329
                            21,898,990    11,281,117
                                                                 
Liabilities                                                      
Payable to (receivable from)                                     
other plan                           -       (2,081)      (1,387)
Other liabilities                                                
                                50,967        20,533       31,303
Total liabilities                                                
                                50,967        18,452       29,916
                                                                 
Net assets available for             $  $ 11,262,665  $10,772,413
plan benefits                21,848,023
                                                                 
See accompanying notes                                           
                                
                                
                                                                 
                                                 Vanguard        
                                       PIMCO   Fixed Income      
                               S&P     Total    Long-Term        
                               500    Return    Corporate        
Assets                        Index    Fund     Portfolio     Total
                               Fund
Institutional Contracts (at                                          
cost plus interest)                                         $129,781,
                                                                  154
Investments at fair value:                                           
American Express Company                                             
common stock                                                        $
                                                            23,160,48
                                                                    0
785,101 shares (cost:                                                
$18,025,118)                                                        -
Lehman Brothers Holdings                                             
Inc. common stock
266,054 shares (cost:                                               $
$4,025,178)                                                 3,924,294
Twentieth Century Ultra                                          
Investors Fund
1,374,370 shares (cost:                                              
$28,401,537)                                                        $
                                                            27,418,68
                                                                    7
Lehman Brothers Prime Value                                          
Money Market Fund
25,519,916 shares (cost:                                            $
$25,519,916)                                                25,519,91
                                                                    6
Templeton Foreign Fund                                               
2,439,078 shares                                                    $
(cost:$22,799,568)                                          21,512,66
                                                                    8
Income Fund of America                                               
865,302 shares                                                      $
(cost:$11,613,345)                                          11,370,07
                                                                    3
Fidelity Capital & Income                                            
Fund
1,237,997 shares (cost:                                             $
$11,813,730)                                                10,683,91
                                                                    5
 S&P 500 Index Fund                                                  
 2,976,168 shares (cost:           $                                $
$8,205,869)                  8,532,97                        8,532,970
                                   0
PIMCO Total Return Fund                                              
717,901 shares (cost:                        $                      $
$7,235,949)                          6,956,461              6,956,461
 Vanguard Fixed Income Long-                                         
    Term Corporate Portfolio
 792,170 shares (cost:                          $ 6,376,973          
$6,664,576)                                                 6,376,973
                                   $         $  $ 6,376,973 $275,237,
                            8,532,97 6,956,461                    591
                                   0
                                                                     
Cash and short-term                                                  
investments                   44,660    11,986       14,969 2,709,580
Interest and dividends                                        210,977
receivable                       232         -            -
Other receivables                                             908,504
                                   -         -            -
Net Inter-fund transfers                                         
(payable) receivable         (79,819)  (92,254)       66,278      
Total assets                                                279,066,6
                            8,498,04 6,876,193    6,458,220        52
                                   3
                                                                     
Liabilities                                                      
Payable to (receivable from)                                  112,325
other plan                      -        -          -
Other liabilities                                             394,396
                               3,564    14,052       16,868
Total liabilities                                             506,721
                               3,564    14,052       16,868
                                                                 
Net assets available for                     $  $ 6,441,352         $
plan benefits                $8,494,4 6,862,141              278,559,9
                                  79                               31
                                                                     
See accompanying notes                                           
                                
                                
                                
                                
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
       Statement of Net Assets Available for Plan Benefits
                                
                        December 30, 1993
                                
                            Investment              
                            Funds
                                                           
                                                           
                                                       American
                              Short                    Express
                               Term        Fixed       Company
                             Interest      Income       Common
Assets                         Fund         Fund      Stock Fund
Institutional Contracts (at             $136,501,455            
        cost plus interest)
Investments at fair value:                                      
   American Express Company                                     
               common stock
    1,066,380 shares (cost:                          $ 33,457,683
               $27,366,245)
Smith Barney Shearson Daily                                     
             Dividend Fund,
7,245,893 shares (cost:                                         
$7,245,893)
      Smith Barney Shearson                                     
  Income Funds, High Income
      Fund, 939,998 Class C                                     
 shares (cost: $11,233,572)
      Smith Barney Shearson                                     
    Appreciation Fund, Inc.
   3,299,935 Class C shares                                     
        (cost: $27,736,454)
      Smith Barney Shearson                                     
 Global Opportunities Fund,
358,105 shares (cost:                                           
$9,502,529)
Salomon Brothers Capital                                        
Fund,
233,453 shares                                                  
(cost:$4,151,961)
      Smith Barney Shearson                                     
    Aggressive Growth Fund,
     624,279 Class C shares                                     
        (cost: $12,742,699)
      Smith Barney Shearson                                     
    Income Funds, Utilities
                      Fund,
     477,792 Class C shares                                     
         (cost: $7,109,315)
      Smith Barney Shearson                                     
  Income Funds, Diversified
     Strategic Income Fund,                                     
     641,092 Class C shares
(cost: $5,359,335)                                              
                                         136,501,455   33,457,683
                                     -
                                                                
Cash and short-term           $406,164                          
investments                                  106,351       6,078
Interest and dividends                                          
receivable                       1,077            88          54
Other receivables                                               
                                     -             -         340
Net inter-fund transfers                                        
(payable) receivable                 -   (2,636,794)     145,916
Total assets                   407,241   133,971,100   33,610,071
                                                                
Liabilities                                                     
Payable to (receivable                                          
from) other plan                     -       601,504     306,697
Other liabilities                                               
                                     -        76,298      22,373
Total liabilities                                               
                                     -       677,802     329,070
                                                                
Net assets available for      $407,241  $133,293,298 $33,281,001
plan benefits
                                                                
See accompanying notes                                     
                                
                                
                                
                                
                                                           
                              Smith                        
                              Barney    High Income     Smith
                             Shearson     Fund of       Barney
                              Daily     Smith Barney   Shearson
                             Dividend     Shearson   Appreciation
Assets                         Fund     Income Funds  Fund Inc.
Institutional Contracts (at                                     
        cost plus interest)
Investments at fair value:                                      
   American Express Company                                     
               common stock
    1,066,380 shares (cost:                                     
               $27,366,245)
Smith Barney Shearson Daily                                     
             Dividend Fund,
7,245,893 shares (cost:              $                          
$7,245,893)                  7,245,893
      Smith Barney Shearson                                     
  Income Funds, High Income
      Fund, 939,998 Class C             $ 11,383,376            
 shares (cost: $11,233,572)
      Smith Barney Shearson                                     
    Appreciation Fund, Inc.
   3,299,935 Class C shares                          $ 35,366,817
        (cost: $27,736,454)
      Smith Barney Shearson                                     
 Global Opportunities Fund,
358,105 shares (cost:                                           
$9,502,529)
Salomon Brothers Capital                                        
Fund,
233,453 shares                                                  
(cost:$4,151,961)
      Smith Barney Shearson                                     
    Aggressive Growth Fund,
     624,279 Class C shares                                     
        (cost: $12,742,699)
      Smith Barney Shearson                                     
    Income Funds, Utilities
                      Fund,
     477,792 Class C shares                                     
         (cost: $7,109,315)
      Smith Barney Shearson                                     
  Income Funds, Diversified
     Strategic Income Fund,                                     
     641,092 Class C shares
(cost: $5,359,335)                                              
                                     $                 35,366,817
                             7,245,893    11,383,376
                                                                
Cash and short-term                                             
investments                      6,740        41,032      49,598
Interest and dividends                                          
receivable                           -             -           -
Other receivables              337,720                          
                                             623,260     660,396
Net inter-fund transfers     (451,098)                          
(payable) receivable                       (675,114)   (175,311)
Total assets                         $                 35,901,500
                             7,139,255    11,372,554
                                                                
Liabilities                                                     
Payable to (receivable                                          
from) other plan              (27,927)        39,533       8,124
Other liabilities              127,452                          
                                                   -         930
Total liabilities               99,525                          
                                              39,533       9,054
                                                                
Net assets available for             $  $ 11,333,021 $ 35,892,446
plan benefits                7,039,730
                                                                
See accompanying notes                                     
                                
                                
                                
                                                           
                              Smith                     Smith
                              Barney                    Barney
                             Shearson     Salomon      Shearson
                              Global      Brothers    Aggressive
                            Opportunit    Capital       Growth
                               ies
Assets                         Fund         Fund         Fund
Institutional Contracts (at                                     
        cost plus interest)
Investments at fair value:                                      
   American Express Company                                     
               common stock
    1,066,380 shares (cost:                                     
               $27,366,245)
Smith Barney Shearson Daily                                     
             Dividend Fund,
7,245,893 shares (cost:                                         
$7,245,893)
      Smith Barney Shearson                                     
  Income Funds, High Income
      Fund, 939,998 Class C                                     
 shares (cost: $11,233,572)
      Smith Barney Shearson                                     
    Appreciation Fund, Inc.
   3,299,935 Class C shares                                     
        (cost: $27,736,454)
      Smith Barney Shearson                                     
 Global Opportunities Fund,
358,105 shares (cost:                $                          
$9,502,529)                 10,420,841
Salomon Brothers Capital                                        
Fund,
233,453 shares                                     $            
(cost:$4,151,961)                          4,823,132
      Smith Barney Shearson                                     
    Aggressive Growth Fund,
     624,279 Class C shares                          $ 16,718,195
        (cost: $12,742,699)
      Smith Barney Shearson                                     
    Income Funds, Utilities
                      Fund,
     477,792 Class C shares                                     
         (cost: $7,109,315)
      Smith Barney Shearson                                     
  Income Funds, Diversified
     Strategic Income Fund,                                     
     641,092 Class C shares
(cost: $5,359,335)                                              
                                     $                 16,718,195
                            10,420,841     4,823,132
                                                                
Cash and short-term             29,537                          
investments                                        -      42,344
Interest and dividends                                          
receivable                           -             -           -
Other receivables                                               
                                 9,322         2,570       1,413
Net inter-fund transfers             $                          
(payable) receivable         2,406,497      (46,619)   1,544,129
Total assets                         $                 18,306,081
                            12,866,197     4,779,083
                                                                
Liabilities                                                     
Payable to (receivable          93,035                          
from) other plan                              41,918      75,924
Other liabilities                                               
                                     -             -           -
Total liabilities               93,035                          
                                              41,918      75,924
                                                                
Net assets available for             $             $ $ 18,230,157
plan benefits               12,773,162     4,737,165
                                                                
See accompanying notes                                     
                                
                                
                                
                                
                            Utilities   Diversified             
                               Fund      Strategic              
                             of Smith   Income Fund             
                              Barney      of Smith              
                             Shearson      Barney               
                              Income      Shearson              
Assets                        Funds     Income Funds    Total
Institutional Contracts (at                          $136,501,455
        cost plus interest)
Investments at fair value:                                      
   American Express Company                                     
               common stock
    1,066,380 shares (cost:                          $ 33,457,683
               $27,366,245)
Smith Barney Shearson Daily                                     
             Dividend Fund,
7,245,893 shares (cost:                              $  7,245,893
$7,245,893)
      Smith Barney Shearson                   
  Income Funds, High Income
      Fund, 939,998 Class C                         $ 11,383,376
 shares (cost: $11,233,572)
      Smith Barney Shearson                                     
    Appreciation Fund, Inc.
   3,299,935 Class C shares                          $ 35,366,817
        (cost: $27,736,454)
      Smith Barney Shearson                                     
 Global Opportunities Fund,
358,105 shares (cost:                                $ 10,420,841
$9,502,529)
Salomon Brothers Capital                                        
Fund,
233,453 shares                                       $  4,823,132
(cost:$4,151,961)
      Smith Barney Shearson                                     
    Aggressive Growth Fund,
     624,279 Class C shares                          $ 16,718,195
        (cost: $12,742,699)
      Smith Barney Shearson                                     
    Income Funds, Utilities
                      Fund,
477,792 Class C shares                                          
(cost: $7,109,315)                   $               $  7,243,322
                             7,243,322
      Smith Barney Shearson                                     
  Income Funds, Diversified
     Strategic Income Fund,                                     
     641,092 Class C shares
(cost: $5,359,335)                                 $            
                                           5,391,581   5,391,581
                                     $               $268,522,295
                             7,243,322     5,391,581
                                                                
Cash and short-term             29,061                   734,796
investments                                   17,891
Interest and dividends                                     1,219
receivable                           -             -
Other receivables              173,810                 1,808,831
                                                   -
Net inter-fund transfers                                   
(payable) receivable         (139,424)        27,818
Total assets                         $               271,097,141
                             7,306,769     5,437,290
                                                                
Liabilities                                                
Payable to (receivable                                 1,206,777
from) other plan              40,417       27,552
Other liabilities                                        227,053
                                     -             -
Total liabilities               40,417                 1,433,830
                                              27,552
                                                           
Net assets available for             $             $           $
plan benefits                7,266,352     5,409,738 269,663,311
                                                                
See accompanying notes                                     
                                
                                
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
 Statement of Changes in Net Assets Available for Plan Benefits
                                
              For the year ended December 30, 1994
                                
                                
                                
                                                      
                            Investment                
                            Funds
                                                                
                                                                
                                                       American
                              Short                    Express
                               Term        Fixed       Company
                             Interest      Income       Common
                               Fund         Fund      Stock Fund
Investment Income:                                              
Interest and dividends        $ 17,158  $ 10,719,468 $  1,135,434
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of              (81,618)             -     109,065
investments
                              (64,460)    10,719,468   1,244,499
Contributions:                                                  
Employer                                                        
                                                   -           -
Participants                               6,965,544   1,602,503
Rollovers                                    525,865      25,189
                                           7,491,409   1,627,692
                                                                
Net inter-fund transfers      (63,126)   (6,987,552) (8,198,496)
(out) in
Administrative fees                         (79,801)    (15,345)
Participant withdrawals        (1,393)  (11,758,274) (4,337,114)
Transfer (to) from other                 (1,343,886)   (288,514)
plan
                              (64,519)  (20,169,513) (12,839,469)
                                                                
Net (decrease) increase      (128,979)   (1,958,636) (9,967,278)
Net assets available for                                        
plan benefits, beginning of    407,241   133,293,298  33,281,001
year
Net assets available for                                        
plan benefits, end of year    $278,262  $131,334,662 $23,313,723
                                                                
See accompanying notes                                          
                                
                                
                                
                                                      
                                                      
                                                                
                                                                
                              Lehman     Twentieth      Lehman
                             Brothers     Century      Brothers
                             Holdings      Ultra     Prime Value
                               Inc.
                              Common     Investors      Money
                            Stock Fund      Fund     Market Fund
Investment Income:                                              
Interest and dividends       $  41,812             $ $ 1,056,132
                                                   -
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of             (100,703)     (179,557)           -
investments
                              (58,891)     (179,557)   1,056,132
Contributions:                                                  
Employer                     2,031,469                          
                                                   -           -
Participants                   123,420     1,800,024     790,935
Rollovers                       72,944       404,335     416,054
                             2,227,833     2,204,359   1,206,989
                                                                
Net inter-fund transfers     4,763,906    26,137,835  31,360,417
(out) in
Administrative fees            (1,953)      (16,226)    (17,647)
Participant withdrawals      (266,825)     (923,061) (8,498,990)
Transfer (to) from other        11,621      (18,688)  1,035,043)
plan
                             4,506,749    25,179,860  21,808,737
                                                                
Net (decrease) increase      6,678,691    27,204,662  24,071,858
Net assets available for                                        
plan benefits, beginning of                        -           -
year
Net assets available for                                        
plan benefits, end of year           $  $ 27,204,662 $ 24,071,858
                             6,675,691
                                                                
See accompanying notes                                          
                                
                                
                                
                                
                                                      
                                                      
                                                           
                                                                
                                                                
                                                                
                            Templeton      Income      Fidelity
                             Foreign      Fund of     Capital &
                               Fund       America    Income Fund
Investment Income:                                              
Interest and dividends       $ 353,646      $472,299    $639,488
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of              (93,396)     (186,129) (1,189,615)
investments
                               260,250       286,170   (550,127)
Contributions:                                                  
Employer                             -                          
                                                   -           -
Participants                 1,406,570       550,492     810,032
Rollovers                      392,716       176,936     179,253
                             1,799,286       727,428     989,285
                                                                
Net inter-fund transfers    20,671,234    10,502,421  10,900,037
(out) in
Administrative fees           (13,217)       (6,655)     (6,681)
Participant withdrawals      (856,357)     (248,433)   (551,737)
Transfer (to) from other      (13,173)         1,734     (8,364)
plan
                            19,788,487    10,249,067  10,333,255
                                                                
Net (decrease) increase     21,848,023    11,262,665  10,772,413
Net assets available for                                        
plan benefits, beginning of          -             -           -
year
Net assets available for                                        
plan benefits, end of year  $21,848,02  $ 11,262,665 $ 10,772,413
                                     3
                                                                
See accompanying notes                                          
                                
                                
                                
                                                           
                                                                
                                                       Vanguard
                                           PIMCO     Fixed Income
                               S&P         Total      Long-Term
                               500         Return     Corporate
                            Index Fund      Fund      Portfolio
Investment Income:                                         
Interest and dividends        $  8,568     $ 307,525  $  292,025
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of               342,231     (287,739)   (307,078)
investments
                               350,799        19,786    (15,053)
Contributions:                                                  
Employer                             -                          
                                                   -           -
Participants                   477,273       355,373     385,975
Rollovers                      222,513       128,301      76,922
                               699,786       483,674     462,897
                                                                
Net inter-fund transfers     7,836,419     6,537,906   6,245,445
(out) in
Administrative fees            (4,875)       (4,127)     (3,884)
Participant withdrawals      (385,788)     (153,129)   (250,212)
Transfer (to) from other       (1,862)      (21,969)       2,159
plan
                             7,443,894     6,358,681   5,993,508
                                                                
Net (decrease) increase      8,494,479     6,862,141   6,441,352
Net assets available for             -                          
plan benefits, beginning of                        -           -
year
Net assets available for                                        
plan benefits, end of year           $    $6,862,141 $ 6,441,352
                             8,494,479
                                                                
See accompanying notes                                          
                                
                                
                                
                                                                
                              Smith                             
                              Barney    High Income     Smith
                             Shearson     Fund of       Barney
                              Daily     Smith Barney   Shearson
                             Dividend     Shearson   Appreciation
                               Fund     Income Funds  Fund Inc.
Investment Income:                                         
Interest and dividends        $ 62,573     $ 382,324   $ 617,369
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of                     -     (511,551)     143,120
investments
                                62,573     (129,227)     760,489
Contributions:                                                  
Employer                                                        
                                                   -           -
Participants                   549,660     1,270,058   2,985,947
Rollovers                       17,209        39,730      76,793
                               566,869     1,309,788   3,062,740
                                                                
Net inter-fund transfers    (7,411,013  (12,057,837) (38,183,231)
(out) in                             )
Administrative fees                  -                          
                                                   -           -
Participant withdrawals      (258,300)     (454,733) (1,529,549)
Transfer (to) from other           141       (1,012)     (2,895)
plan
                            (7,669,172  (12,513,582) (39,715,675)
                                     )
                                                                
Net (decrease) increase     (7,039,730  (11,333,021) (35,892,446)
                                     )
Net assets available for                                        
plan benefits, beginning of  7,039,730    11,333,021  35,892,446
year
Net assets available for                                        
plan benefits, end of year    $      - $           - $          -
                                                                
See accompanying notes                                          
                                
                                
                                                           
                              Smith                     Smith
                              Barney                    Barney
                             Shearson     Salomon      Shearson
                              Global      Brothers    Aggressive
                            Opportunit    Capital       Growth
                               ies
                               Fund         Fund         Fund
Investment Income:                                              
Interest and dividends        $ 29,807             $           $
                                                   -           -
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of                29,702     (233,129) (1,014,214)
investments
                                59,509     (233,129)   1,014,214
Contributions:                                                  
Employer                             -                          
                                                   -           -
Participants                 1,915,442                 2,987,189
                                                   -
Rollovers                       64,346                    93,284
                                                   -
                             1,979,788                 3,080,473
                                                   -
                                                                
Net inter-fund transfers    (14,403,29   (4,374,522) (19,599,511)
(out) in                            5)
Administrative fees                  -                          
                                                   -           -
Participant withdrawals      (407,188)     (128,826)   (693,201)
Transfer (to) from other       (1,976)         (688)     (3,704)
plan
                            (14,812,45   (4,504,036) (20,296,416)
                                    9)
                                                                
Net (decrease) increase     (12,773,16   (4,737,165) (18,230,157)
                                    2)
Net assets available for                                        
plan benefits, beginning of 12,773,162     4,737,165  18,230,157
year
Net assets available for      $      -             $           $
plan benefits, end of year                         -           -
                                                                
See accompanying notes                                          
                                
                                
                                
                            Utilities   Diversified             
                               Fund      Strategic              
                             of Smith   Income Fund             
                              Barney      of Smith              
                             Shearson      Barney               
                              Income      Shearson              
                              Funds     Income Funds    Total
Investment Income:                                              
Interest and dividends       $ 167,315     $ 164,457 $ 16,467,400
Net realized and unrealized                                     
(depreciation) appreciation                                     
in fair value of             (515,146)     (188,634) (4,264,391)
investments
                             (347,831)      (24,177)  12,203,009
Contributions:                                                  
Employer                             -                 2,031,469
                                                   -
Participants                   956,970       663,310  26,596,717
Rollovers                       39,939        17,805   2,970,134
                               996,909       681,115  31,598,320
                                                                
Net inter-fund transfers    (7,682,648   (5,994,389)           -
(out) in                             )
Administrative fees                  -                 (170,411)
                                                   -
Participant withdrawals      (234,367)      (72,079) (32,009,556)
Transfer (to) from other         1,585         (208) (2,724,742)
plan
                            (7,915,430   (6,066,676) (34,904,709)
                                     )
                                                                
Net (decrease) increase     (7,266,352   (5,409,738)   8,896,620
                                     )
Net assets available for                                        
plan benefits, beginning of  7,266,352     5,409,738 269,663,311
year
Net assets available for                                        
plan benefits, end of year    $      - $           - $278,559,931
                                                                
See accompanying notes                                          
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
  Statement of Change in Net Assets Available for Plan Benefits
                                
              For the year ended December 30, 1993
                                
                                
                                
                                
                                
                            Investment 
                            Funds
                                                                 
                                                       American
                              Short                     Express
                               Term        Fixed        Company
                             Interest      Income       Common
                               Fund         Fund      Stock Fund
Investment Income:                                               
Interest and dividends               $  $ 16,541,829   $3,064,878
                                10,311
Net realized and unrealized                                      
appreciation in fair value                             27,307,350
of investments                       -             -
                                                       30,372,228
                                10,311    16,541,829
Contributions:                                                   
Employer                                                         
                                     -             -    2,741,771
Participants                              16,680,526             
                                     -                  6,947,616
Rollovers                                                        
                                     -     1,040,364       22,495
                                                                 
                                     -    17,720,890    9,711,882
                                                                 
Net inter-fund transfers in                           (9,453,840)
(out)                                -     2,434,706
Participant withdrawals        139,465  (13,068,270)             
                                                      (7,161,997)
Transfer to other plan                 (104,364,989) (81,780,508)
                                     -
                               139,465 (114,998,553) (98,396,345)
                                                                 
Net increase (decrease)        149,776  (80,735,834) (58,312,235)
Net assets available for                                         
plan benefits, beginning of    257,465   214,029,132   91,593,236
year
Net assets available for                                         
plan benefits, end of year    $407,241  $133,293,298  $33,281,001
                                                                 
See accompanying notes                                           
                                
                                
                                
                                                                 
                              Barney    High Income      Smith
                             Shearson     Fund of       Barney
                              Daily     Smith Barney   Shearson
                             Dividend     Shearson   Appreciation
                               Fund     Income Funds   Fund Inc.
Investment Income:                                         
Interest and dividends       $ 465,710             $            $
                                           1,606,732            -
Net realized and unrealized                                      
appreciation in fair value                              3,826,320
of investments                       -     1,652,713
                               465,710                  3,826,320
                                           3,259,445
Contributions:                                                   
Employer                                                         
                                     -             -            -
Participants                 2,012,298                 20,976,506
                                           3,424,919
Rollovers                       70,595                           
                                             173,838      385,691
                             2,082,893                 21,362,197
                                           3,598,757
                                                                 
Net inter-fund transfers in  (331,954)                           
(out)                                      2,499,977  (8,077,605)
Participant withdrawals     (2,061,258                (9,655,042)
                                     )   (1,702,227)
Transfer to other plan      (14,041,82               (111,301,368
                                    1)  (13,635,772)            )
                            (16,435,03  (12,838,022) (129,034,015
                                    3)                          )
                                                                 
Net increase (decrease)     (13,886,43               (103,845,498
                                    0)   (5,979,820)            )
Net assets available for                                         
plan benefits, beginning of 20,926,160    17,312,841  139,737,944
year
Net assets available for                                         
plan benefits, end of year           $ $  11,333,021 $ 35,892,446
                             7,039,730
                                                                 
See accompanying notes                                           
                                
                                
                                
                              Smith                     Smith
                              Barney                    Barney
                             Shearson     Salomon      Shearson
                              Global      Brothers    Aggressive
                            Opportunit    Capital       Growth
                               ies
                               Fund         Fund         Fund
Investment Income:                                              
Interest and dividends               $             $           $
                                     -         9,233           -
Net realized and unrealized                                     
appreciation in fair value   2,457,722                          
of investments                               925,752   3,931,740
                             2,457,722                          
                                             934,985   3,931,740
Contributions:                                                  
Employer                                                        
                                     -             -           -
Participants                 3,372,522                          
                                                   -  10,217,789
Rollovers                      161,628                          
                                                   -     232,160
                             3,534,150                10,449,949
                                                   -
                                                                
Net inter-fund transfers in  8,993,229                          
(out)                                      (183,929)   (185,416)
Participant withdrawals     (1,253,975                          
                                     )     (392,982) (2,817,233)
Transfer to other plan      (15,566,91               (28,706,333)
                                    0)   (3,001,234)
                            (7,827,656               (31,708,982)
                                     )   (3,578,145)
                                                                
Net increase (decrease)     (1,835,784               (17,327,293)
                                     )   (2,643,160)
Net assets available for                                        
plan benefits, beginning of 14,608,946     7,380,325   35,557,450
year
Net assets available for                                        
plan benefits, end of year           $             $  $18,230,157
                            12,773,162     4,737,165
                                                                
See accompanying notes                                          
                                
                                
                                
                            Utilities   Diversified             
                             Fund of    Income Fund             
                              Smith
                              Barney      of Smith              
                             Shearson      Barney               
                              Income      Shearson              
                              Funds     Income Funds    Total
Investment Income:                                              
Interest and dividends       $ 766,018             $ $ 23,103,296
                                             638,585
Net realized and unrealized                                     
appreciation in fair value     844,980                41,209,727
of investments                               263,150
                             1,610,998                64,313,023
                                             901,735
Contributions:                                                  
Employer                                               2,741,771
                                     -             -
Participants                 3,871,271                69,249,264
                                           1,745,817
Rollovers                      112,997                 2,285,543
                                              85,775
                             3,984,268                74,276,578
                                           1,831,592
                                                                
Net inter-fund transfers in  2,562,138                         -
(out)                                      1,742,694
Participant withdrawals     (1,085,231               (39,678,708)
                                     )     (619,958)
Transfer to other plan      (11,929,79               (390,180,968
                                    1)   (5,852,242)           )
                            (10,452,88               (429,859,676
                                    4)   (4,729,506)           )
                                                                
Net increase (decrease)     (4,857,618               (291,270,075
                                     )   (1,996,179)           )
Net assets available for                                        
plan benefits, beginning of 12,123,970     7,405,917 560,933,386
year
Net assets available for                                        
plan benefits, end of year           $  $  5,409,738 $269,663,311
                             7,266,352
                                                                
See accompanying notes                                          
                                
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
                  Notes to Financial Statements
                                
                   December 30, 1994 and 1993
                                
                                
                                
                                
                                
 1.  Description of the Plan

General

The  Lehman Brothers Holdings Inc. Tax Deferred Savings Plan (the
"Plan")  is  a  defined  contribution  plan.   The  Plan   became
effective  January  1, 1984, was amended and  restated  effective
January  1,  1989 and was subsequently amended through  June  24,
1994.  Under the terms of the Plan, qualified employees of Lehman
Brothers   Holdings   Inc.  ("Lehman")  and   its   participating
subsidiaries (collectively, the "Company") are eligible to become
Plan  participants  upon completion of 12  months  of  qualifying
service.   Effective  July  1,  1995,  the  12-month  eligibility
requirement has been eliminated and hourly employees are eligible
to  participate  in  the  Plan.  All eligible  employees  of  the
Company  can  participate in the Plan immediately  upon  date  of
hire.  Prior to May 31, 1994, the Company was a subsidiary of the
American Express Company ("American Express").

On May 31, 1994, American Express completed the distribution of a
special  dividend to its shareholders of all of the common  stock
of the Company held by American Express.  In connection with this
distribution, shareholders of American Express received one fifth
of  one  share  of the Company's common stock for every  American
Express  common share held on the record date.  As  a  result  of
this  special dividend, the Company is no longer a subsidiary  of
American Express.

The  Plan  is  subject to the provisions of  ERISA.   A  complete
description  of  the  Plan  is contained  in  the  Plan  document
available to all participants from the Plan Administrator.

Contributions

Upon  enrollment,  a participant may elect to contribute  between
one and fifteen percent of his annual compensation, as defined in
the Plan document.  The Company may contribute, if authorized  by
the   Board  of  Directors,  to  the  account  of  each  Eligible
Participant  who  has  satisfied a 12 month service  requirement,
$400  plus  a matching contribution of 100 percent of  the  first
$600  of such participant's Before-Tax Contributions for the Plan
Year,  beginning with the Plan Year in which the 12 month service
requirement  is  met.  For a participant who is not  an  Eligible
Participant who has satisfied a 12 month service requirement, the
Company  may match up to $1,000 of such participant's  Before-Tax
Contributions for the Plan Year, beginning with the Plan Year  in
which  the 12 month service requirement is met.  The Plan defines
"Eligible Participant" as a participant who is not an (1)  hourly
or salaried employee whose compensation
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)
                                

(as  defined in the Plan document) exceeds $37,800, (2)  salaried
employee  who  receives more than $1,000 in commissions  for  the
year,  or  (3)  Branch  Manager, Financial Consultant,  Financial
Consultant   Associate,  Institutional  Salesperson,   Investment
Representative,  or Investment Representative Trainee.   "Before-
Tax Contributions" is defined as a participant's contributions to
the  Plan made with before-tax dollars pursuant to Section 401(k)
of the Internal Revenue Code of 1986 (the "Code").  A participant
whose  annual  compensation  is  greater  than  $100,000  is  not
eligible for a Company contribution and any Company contributions
to  participants who are not Eligible Participants will  be  made
only   to  the  extent  that  there  are  funds  remaining  after
allocations  are  made to all Eligible  Participants.   In  1994,
Company  contributions were made in cash.  Boston Safe Deposit  &
Trust  Company  ("Boston Safe"), the Plan's custodian,  used  the
cash  to  purchase the Company's common stock.  In 1993,  Company
contributions were made in American Express common stock.

A  participant's Before-Tax Contributions will not be subject  to
tax  until  distribution.   The  Code  provides  that  Before-Tax
Contributions  (and  any  elective  deferrals  to   other   plans
containing a cash or deferred arrangement) will be included in  a
participant's  gross  income  to the  extent  such  contributions
exceed  the statutory limitation, which is indexed for inflation.
In  1994 and 1993, the maximum limitation amounts were $9,240 and
$8,994, respectively.  For 1995, the maximum limitation amount is
$9,240.   The Company's contributions on behalf of a participant,
as well as the income and appreciation on amounts invested in the
investment  funds offered under the Plan, are not  includable  in
the participant's taxable income until distributed.

Rollover  contributions arise from contributions to the  Plan  of
certain assets previously held on behalf of participants by other
qualified plans.

Valuation of Participant Accounts

Separate accounts are maintained for each participant whereby the
participant's   account   is  credited  for   contributions   and
investment  income and credited or charged, as  appropriate,  for
investment  appreciation or depreciation.   Participant  accounts
are   charged  for  withdrawals.   The  periodic  allocation   of
investment income and investment appreciation or depreciation  is
based  upon the participant's beneficial interest in each of  the
investment funds at the valuation date.

Investments

Effective  April  1, 1994, a participant's contributions  can  be
invested  in  any  of  the funds listed  below.   Investments  of
contributions  among  the  investment  funds  can  be   made   in
increments  of  10%,  with  a maximum  of  50%  of  contributions
permitted  to  be invested in the Lehman Brothers  Holdings  Inc.
Common  Stock  Fund.   Participants can  elect  to  change  their
contributions and investment fund balance allocations  among  the
investment funds on a monthly basis.


                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)

The following is a general description of each investment fund in
which  the  Plan  invested  since  April  1994,  as  directed  by
participants:
  
  Fixed  Income Fund: This fund invests its assets  with  one  or
  more    insurance    companies   or   financial    institutions
  (collectively,    "institutions")   which    issue    contracts
  ("contracts") providing for the repayment of principal  with  a
  specified annual rate of interest for a specified period.   The
  fund  is  currently invested in contracts negotiated  with  the
  following institutions:

                                                     Carrying Value
at
                                   Maturity                Interest
December 30,
                                   Date      Rate            1994
                    1993
Metropolitan Life Insurance Co.
   Contract #11649   6/30/96       9.62$ 27,981,003  $ 31,966,028
   Contract #12865   3/31/97       8.10   9,304,447   8,623,268

Allstate Life Insurance Company
         Contract      #GICGA55842/15/00           7.3015,171,525
- -

John Hancock Mutual Life Insurance Co.
   Contract #5724     1/8/96       9.51  12,169,828  18,555,399
   Contract #5565   12/30/97       9.60  11,153,715  11,765,966
          Contract       #4400         10/31/94              9.24
- -                 11,195,977

Prudential Asset  Management Group
    Contract  #7430-21112/15/99      6.52              12,075,132
    11,357,151
   Contract #7430-21212/15/99      7.30  11,691,029  10,915,923

American International Life
   Assurance Company of New York
   Contract #18180T  10/1/98       5.45 12,042,490   14,338,568

People's Security Insurance Co.
   Contract #BDA00473FR8/15/01     8.20   7,826,976     -

Aetna Life Insurance Co.
   Contract #014005 12/30/97       8.80   5,883,534   5,417,689

The Principal Financial Group
   Contract #4-08804-0112/15/00    6.15   4,481,475   3,272,696


                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)



Crown Life Insurance Co.
            Contract         #900239412/15/94                9.35
- -                  9,092,790

                                       $129,781,154$136,501,455

  The  present  value of the contracts approximates the  carrying
  value  as of December 30, 1994 and December 30, 1993.   Present
  value  was  estimated  using an analysis based  on  the  Plan's
  current investment rate for a similar contract.
  
  American  Express Company Common Stock Fund: This fund  invests
  solely  in  the common stock of  American Express.  As  of  May
  31,  1994,  this fund has been closed to any new  contributions
  or transfers in from other funds.
  
  Lehman  Brothers  Holdings Inc. Common Stock  Fund:  This  fund
  invests  solely in the common stock of the Company.  This  fund
  was  established May 31, 1994 and began accepting contributions
  as of July 1, 1994.
  
  Twentieth  Century Ultra Investors Fund: The primary  objective
  of   this   fund  is  to  provide  a  high  level  of   capital
  appreciation  by investing primarily in medium and  small-sized
  companies with above average growth potential.
  
  Lehman  Brothers Prime Value Money Market Fund:  The  objective
  of  this  short-term,  fixed income money  market  fund  is  to
  provide current income and stability of principal.
  
  Templeton Foreign Fund: The primary objective of this  fund  is
  to  provide long-term growth of capital by investing  primarily
  in securities of companies located outside the United States.
  
  Income  Fund  of America: This fund's objective is  to  provide
  current  income  by  investing in debt securities  and  capital
  appreciation by investing in equity securities.
  
  Fidelity Capital & Income Fund: The primary objective  of  this
  fund  is  to provide a high total return of capital growth  and
  income.   The  fund  invests  primarily  in  lower  rated  debt
  securities   and   securities  of  companies   with   uncertain
  financial position.
  
  S&P  500  Index  Fund:  This  equity  fund's  objective  is  to
  replicate the investment performance of the Standard  &  Poor's
  500 Index.
  
  PIMCO  Total  Return  Fund: This fund is an intermediate  term,
  fixed  income fund whose objective is to provide a  high  level
  of  current  income  with reasonable risk  by  investing  in  a
  diversified  portfolio  of fixed income securities  of  varying
  maturities.
  
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)
  
  Vanguard Fixed Income Long-Term Corporate Portfolio: This  fund
  invests  in a diversified portfolio of long-term corporate  and
  government  bonds with the objective of providing a high  level
  of current income.

Prior  to  April 1994, a participant could invest in any  of  the
following investment funds listed below, as well as the  American
Express  Company  Common Stock Fund and the  Fixed  Income  Fund.
During  this period, contributions to the investment funds  could
be  made  in  increments  of  25%,  with  a  maximum  of  50%  of
contributions  permitted to be invested in the  American  Express
Company  Common Stock Fund.  Participants could elect  to  change
their  contribution and investment balance allocations among  the
investment  funds effective December 31, April  1,  July  1,  and
October 1 of each year.

The following is a general description of the previous investment
funds in which the Plan invested prior to April 1, 1994.
  
  Smith  Barney  Shearson Daily Dividend Fund: This fund  invests
  in  shares of Smith Barney Shearson Daily Dividend Fund,  Inc.,
  a  registered investment company.  The fund invests  in  short-
  term  money  market investments such as U.S. Government  issued
  or  guaranteed  securities, certificates  of  deposit,  bankers
  acceptances and high-grade commercial paper.
  
  High  Income  Fund of the Smith Barney Shearson  Income  Funds:
  This  fund  invests in Class C shares of Smith Barney  Shearson
  High  Income Fund, Inc., a registered investment company.   The
  fund  invests in a diversified portfolio, including  high-yield
  fixed-income  securities, preferred stocks,  and  domestic  and
  foreign government obligations.
  
  Smith  Barney  Shearson  Appreciation Fund,  Inc.:   This  fund
  invests   in   Class   C  shares  of  Smith   Barney   Shearson
  Appreciation Fund, Inc., a registered investment company.   The
  fund's  objective  is  long-term  appreciation  of  capital  by
  investing primarily in equity securities.
  
  Smith  Barney  Shearson Global Opportunities  Fund:  This  fund
  invests  in  Class  C  shares of Smith Barney  Shearson  Global
  Opportunities  Fund,  a  registered  investment  company.   The
  fund's   objective  is  long-term  appreciation   of   capital,
  primarily  through investments in common stocks of foreign  and
  domestic securities.
  
  Salomon  Brothers Capital Fund: This fund invests in shares  of
  Salomon  Brothers  Capital Fund, Inc., a registered  investment
  company.   The fund's objective is to seek capital appreciation
  through  investments  in  securities, primarily  common  stock,
  which  are  believed  to have above average price  appreciation
  potential  and which may also involve above average  risk.   As
  of  October  1,  1990, this fund has been  closed  to  any  new
  contributions or transfers in from other funds.
  
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)
  
  
  Smith  Barney  Shearson  Aggressive  Growth  Fund:  This   fund
  invests  in  Class C shares of Smith Barney Shearson Aggressive
  Growth Fund, Inc., a registered investment company.  This  fund
  invests  principally  in the securities of  small-  or  medium-
  sized  companies which are believed to have above average price
  appreciation  potential, but which may also have above  average
  risk.
  
  Utilities Fund of the Smith Barney Shearson Income Funds:  This
  fund  invests in Class C shares of the Utilities  Fund  of  the
  Smith  Barney  Shearson  Income Funds, a registered  investment
  company.  This fund uses a balanced approach of investing in  a
  diversified  portfolio  of  high  quality  utility  stocks  and
  investment  grade  utility bonds to achieve  its  objective  of
  current income.
  
  Diversified Strategic Income Fund of the Smith Barney  Shearson
  Income  Funds:  This  fund invests in Class  C  shares  of  the
  Diversified Strategic Income Fund of the Smith Barney  Shearson
  Income  Funds,  a registered investment company.   This  fund's
  objective  is  to  provide investors with high  current  income
  through  investment  in a combination of U.S.  government  bond
  and  agency securities, high yield corporate bonds and  foreign
  government bonds.
  
In  addition to the funds described above, a short-term  interest
fund  provides  overnight investments in money  market  funds  of
Boston  Safe  for  temporarily invested  cash.   While  cash  for
withdrawals is disbursed from this fund, withdrawals are recorded
in the investment fund from which the participant withdrew.

Benefits

A  participant may elect, after attaining the age of  59-1/2,  to
withdraw  all  or  any  portion of the  value  of  his  accounts,
provided that each withdrawal is at least $1,000 (or is  100%  of
the  value  of his account if less than $1,000).  Withdrawals  by
participants  before the age of 59-1/2 are permitted  only  after
meeting specified financial hardship criteria and after obtaining
approval  by  the Employee Benefit Plans Committee of  the  Plan.
Although hardship withdrawals are allowed, a participant  may  be
subject to an additional 10 percent tax imposed by the Code.

If  a participant's employment with the Company terminates for  a
reason other than death, the balance in the participant's account
is  paid  to the participant in a lump-sum payment.  However,  if
the  balance in his account exceeds $3,500, payment will  not  be
made  without  the  participant's consent.   Upon  death  of  the
participant, the balance in the participant's account is paid  to
the  designated beneficiary (as provided by the Plan) in a  lump-
sum payment.

                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)



Benefits Payable

Benefits  payable  to  those participants  who  have  elected  to
withdraw  from the Plan but have not yet been paid was $6,847,867
and $5,391,592 in 1994 and 1993, respectively.

Vesting

Plan  participants are 100 percent vested in all amounts in their
respective Plan accounts.

Income Tax Status

The   Internal   Revenue  Service  ("IRS")   made   a   favorable
determination in a letter dated February 14, 1995 that  the  Plan
is  qualified  under Sections 401(a) and 401(k) of the  Code  and
that  the  trust  established as part of the Plan is,  therefore,
exempt  from federal income taxes under the provisions of Section
501(a) of the Code.  It is not anticipated that amendments to the
Plan  after the date of the IRS determination letter will  affect
the qualified and tax-exempt status of the Plan and trust.

 2.  Summary of Significant Accounting Policies

Valuation of Investments

Investments  in mutual funds are valued at the quoted  redemption
prices on the last business day of the Plan year; investments  in
the  common stock of American Express and the Company are  valued
at  the quoted market price on the last business day of the  Plan
year;   short-term  investments  and  deposits   with   insurance
companies  in connection with contracts are valued at  cost  plus
accrued interest.

Purchase  and  sales of securities are reflected on a  trade-date
basis.

Other

Dividend income is recorded on the ex-dividend date.  Income from
other investments is recorded on the accrual basis.

                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
            Notes to Financial Statements (continued)


 3.  Administrative Fees

Except to the extent paid by the Company all expenses of the Plan
are paid by the Plan.  In 1994, the Plan was charged $170,411 for
administrative  expenses incurred during the year.   The  Company
paid all expenses not directly relating to the administration  of
the  Plan,  as well as all expenses paid to affiliated investment
managers.  In 1993, the Company paid all expenses of the Plan.

 4.  Plan Termination

While  it has not expressed any intent to do so, the Company  has
the  right  to  terminate the Plan at any  time  subject  to  the
provisions set forth in ERISA and the Code.

 5.  Related Party Transactions

The  investments maintained in the S&P 500 Index fund are managed
by  PanAgora Asset Management ("PanAgora"), an affiliate  of  the
Company.   All fees relating to the management of this fund  have
been  paid by the Company.  On April 1, 1995, the manager of  the
S&P  500  Index  Fund  was changed to The  Vanguard  Group.   The
investment objective of the fund remained the same.

In  addition, effective April 1, 1994, the Company sponsored  the
Lehman Brothers Prime Value Money Market Fund.

The  investments of the Plan are held at Boston Safe,  a  wholly-
owned subsidiary of The Boston Company, Inc. ("TBC").  TBC was an
indirect wholly-owned subsidiary of Lehman until May 21, 1993, at
which time TBC was sold to Mellon Bank Corporation.

 6.  Transfer to Other Plan

On  July  31, 1993, pursuant to an asset purchase agreement  (the
"Agreement")  with  Primerica  Corporation  (now  known  as  "The
Travelers Inc.") and its subsidiary, Smith Barney, Harris,  Upham
&  Company  Incorporated ("Smith Barney"), the Company  sold  its
domestic  retail  brokerage business (except for such  businesses
conducted  under the Lehman Brothers name) and substantially  all
of  its  asset management business.  As a result of the  sale,  a
significant  number of employees became employed by Smith  Barney
in  1993.   In  1994, additional employees transferred  to  Smith
Barney.   The account balances associated with these participants
were  transferred to the Primerica Corporation Savings  Plan  for
Shearson Employees in the applicable year.
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                    Supplemental Information
                                
                                                       Schedule I
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
                  Schedule of Investments Held
                                
                        December 30, 1994

                                    Par      Current        Cost
                                   Value/     Value          at
                                   Number       at        December
                                     of      December     30, 1994
                                   Shares    30, 1994
Contracts Issued By Institutions                         
Metropolitan Life Insurance Co.                                       
          Contract #11649        27,981            $    *         $
                                 ,003        27,981,     27,981,003
                                                 003
          Contract #12865        9,304,      9,304,4         9,304,447
                                 447              47
Allstate Life Insurance Co.                                           
          Contract #GICA5584     15,171      15,171,    *15,171,525
                                 ,525            525
John Hancock Mutual Life                                              
Insurance Co.
          Contract #5724         12,169      12,169,        12,169,828
                                 ,828            828
          Contract $5565         11,153      11,153,        11,153,715
                                 ,715            715
Prudential Asset Management                                           
Group
          Contract #7430-211     12,075      12,075,        12,075,132
                                 ,132            132
          Contract #7430-212     11,691      11,691,        11,691,029
                                 ,029            029
American International Life                                           
Assurance Company Of New York
          Contract 18180T        12,042      12,042,        12,042,490
                                 ,490            490
People's Security Insurance Co.                                       
          Contract #BDA00473FR   7,826,      7,826,9         7,826,976
                                 976              76
Aetna Life Insurance Co.                                              
          Contract #014005       5,883,      5,883,5         5,883,534
                                 534              34
The Principal Financial Group                                         
          Contract #4-08804-01   4,481,      4,481,4         4,481,475
                                 475              75
                                             $129,78        $129,781,1
                                               1,154             54
                                                                      
Stock Funds                                                           
American Express Company common  785,10      $23,160    *$18,025,11
stock                            1              ,480              8
Lehman Brothers Holdings common  266,05      3,924,2         4,025,178
stock                            4                94
                                             $27,084        $22,050,29
                                                ,774              6
                                                                      
Mutual Funds                                                          
Twentieth Century Ultra          1,374,            $    *         $
Investors Fund                   370         27,418,     28,401,537
                                                 687
Lehman Brothers Prime Value                  25,519,    *25,519,916
Money Market Fund                25,519          916
                                 ,916
Templeton Foreign Fund                       21,512,    *22,799,568
                                 2,439,          668
                                 078
Income Fund Of America           865,30      11,370,        11,613,245
                                 2               073
Fidelity Capital & Income Fund   1,237,      10,683,        11,813,730
                                 997             915
S&P 500 Index Fund               2,976,      8,523,9         8,205,869
                                 168              70
PIMCO Total Return Fund          717,90      6,956,4         7,235,949
                                 1                61
Vanguard Fixed Income Long-Term  792,17      6,376,9         6,664,576
Corporate Portfolio              0                73
                                             $118,37        $122,254,3
                                               1,663             90


* Investment in excess of five percent of Net Assets Available
for Plan Benefits
                                
                                                      Schedule II
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
 Schedule of Series of Transactions in Excess of Five Percent of
   Net Assets Available for Plan Benefits at Beginning of Year
                                
              For the year ended December 30, 1994

                          Contract      Cost of      Proceeds        
Description                Number      Purchases       From     Gain(Loss)
                                                            Sa
                                                       les
                                                                         
Lehman Prime Value                                                       
Money Market Fund                    $60,286,991
Lehman Prime Value                                                       
Money Market Fund                                   $34,767,0           -
                                                           75            
                                                                         
Smith Barney Shearson                                                    
Aggressive Growth Fund                 4,581,995
Smith Barney Shearson                                                    
Aggressive Growth Fund                              17,318,59    $2,959,5
                                                            0          83
                                                                         
Smith Barney Shearson                                                    
Appreciation Fund, Inc.                3,698,198
Smith Barney Shearson                                                    
Appreciation Fund, Inc.                             32,334,28    6,537,61
                                                            6           8
                                                                         
Smith Barney Shearson                                                    
Global Opportunities                   4,344,893
Fund
Smith Barney Shearson                                                    
Global Opportunities                                13,829,65     918,120
Fund                                                        5
                                                                         
Smith Barney Shearson                                                    
High Income Fund                       1,693,550
Smith Barney Shearson                                                    
High Income Fund                                    12,904,49    (362,045
                                                            4           )
                                                                         
Templeton Foreign Fund                23,076,090                         
Templeton Foreign Fund                              1,436,530      33,496
                                                                         
Fidelity Capital &                    12,880,618                         
Income Fund
Fidelity Capital &                                  1,066,888    (59,800)
Income Fund
                                                                         
Twentieth Century Ultra                                                  
Investors  Fund                       29,530,643
Twentieth Century Ultra                                                  
Investors  Fund                                     1,987,063    (54,666)
                                                                         
American International                                                   
Life Assurance Co. of       18180T    12,671,369
New York
American International                                                   
Life Assurance Co. of       18180T                  14,967,44           -
New York                                                    7            
                                                                         
Allstate Life Insurance  GICGA5584    25,713,856                         
Co.
Allstate Life Insurance  GICGA5584                  10,542,33           -
Co.                                                         1            
                                                                         
                                                     Schedule III
                                
                  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan
                                
  Schedule of Single Transactions In Excess of Five Percent of
   Net Assets Available for Plan Benefits at Beginning of Year
                                
              For the year ended December 30, 1994

                                    Cost of      Proceeds        
Description                        Purchases       From     Gain(Loss
                                                        Sa      )
                                                   les
                                                                     
Lehman Prime Value Money Market   $48,711,2                          
Fund                                     15
Lehman Prime Value Money Market                 $19,301,7           -
Fund                                                   93            
                                                                     
Smith Barney Shearson Aggressive          -                          
Growth Fund
Smith Barney Shearson Aggressive                19,597,35    $2,816,7
Growth Fund                                             0          90
                                                                     
Smith Barney Shearson                     -                          
Appreciation Fund, Inc.
Smith Barney Shearson                           37,673,66    6,297,98
Appreciation Fund, Inc.                                 0           1
                                                                     
Smith Barney Shearson Global              -                          
Opportunities Fund
Smith Barney Shearson Global                                         
Opportunities Fund                              14,341,30     884,461
                                                        4
                                                                     
Templeton Foreign Fund            17,911,92                          
                                          3
Templeton Foreign Fund                                  -           -
                                                                     
Twentieth Century Ultra Investors 20,499,85                          
Fund                                      5
Twentieth Century Ultra Investors                       -           -
Fund

                            SIGNATURE

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Lehman Brothers Holdings Inc. Employee Benefit
Plans Committee has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              LEHMAN BROTHERS HOLDINGS INC.
                              TAX DEFERRED SAVINGS PLAN




                              By:/s/ Robert I. Shapiro
                                 Robert I. Shapiro
                                 Lehman Brothers Holdings Inc.
                                 Employee Benefit Plans Committee

June 29, 1995
                                
                          EXHIBIT INDEX
                                
Exhibit No.              Description

(23)                Consent of Experts

Exhibit 23


                 CONSENT OF INDEPENDENT AUDITORS


We  consent to the incorporation by reference in the Registration
Statement of Lehman Brothers Holdings Inc. (Form S-8, File No. 33-
53923),  pertaining  to  the Lehman Brothers  Holdings  Inc.  Tax
Deferred  Savings Plan (the "Plan"), of our report dated  May  8,
1995,  with  respect to the financial statements and supplemental
schedules of the Plan included in the Plan's Annual Report  (Form
11-K) for the year ended December 30, 1994.





New York, New York
June 29, 1995





                  LEHMAN BROTHERS HOLDINGS INC.





JENNIFER MARRE
VICE PRESIDENT
OFFICE OF THE GENERAL COUNSEL



                                   June 29, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC.  20549

               RE:  Lehman Brothers Holdings Inc.
                    Tax Deferred Savings Plan

Ladies and Gentlemen:

      On behalf of Lehman Brothers Holdings Inc. (the "Company"),
submitted  in  electronic form for filing  under  the  Securities
Exchange Act, as amended, is the Annual Report on Form 11-K,  for
the  fiscal  year ended December 30, 1994 for the  Company's  Tax
Deferred Savings Plan (the "TDSP").

     The TDSP's Securities and Exchange Commission file number is
1-7657.


                                   Very truly yours,

                                   /s/ Jennifer Marre
                                   ---------------------
                                   Jennifer Marre














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