Rule 424(b)(2)
Registration Nos. 33-56615
NASD File No. 941128001
PRICING SUPPLEMENT NO. 128
Dated June 30, 1995, to Prospectus
Supplement dated January 26, 1995
and Prospectus dated January 26, 1995
LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series E
(Fixed Rate)
Due from Nine Months to 30 years from Date of Issue
Interest Payable each February 15 and August 8 and at Maturity
Pricing to Public: 100%
Agent's Commission: .30% (1)
Original Issue Date: 7/7/95
Interest Rate per Annum: 6.50% (2)
Maturity Date: 7/7/05, with a one-time par put option on 1/7/98
The holder may cause the Company to repurchase the Note in whole but
not in part on 1/7/98, by giving written notice from and including
11/7/97 through and including 12/7/97.
(1) If the holder does not cause the Company to repurchase the Note on
1/7/98, the Company will pay the Agent an additional .325% of the face
value of the Note.
(2) If the holder does not cause the Company to repurchase the Note,
the Interest Rate Per Annum from 1/7/98 to the Maturity Date will
be 7.80%.
The aggregate principal amount of this offering is $42,000,000 and
relates only to Pricing Supplement No. 128. Medium-Term Notes, Series
E may be issued by the company in aggregate principal amount of up to
$5,267,500,000 and, to date, including this offering, an aggregate of
$4,263,900,000 Medium-Term Notes, Series E has been issued and
$2,768,275,000 are outstanding.
SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX DISCLOSURE
Under the OID Regulations, the Notes will be treated as Original Issue
Discount Notes with OID that must be accrued through July 7, 2005.
The amount of OID on a Note will equal the difference between the
Stated Redemption Price at Maturity of such Note and its Issue Price.
The Stated Redemption Price at Maturity of a Note is equal to the
stated principal amount of such Note plus all interest payable under
the Note other than Qualified Stated Interest. Qualified Stated
Interest herein is the amount of stated interest payable under the
Notes as if the rate in effect for the period beginning July 7, 1995
through and including January 6, 1998 (6.5%) were the rate in effect
for the entire term of the Note. Stated interest in excess of 6.50%
per annum is not Qualified Stated Interest. United States Holders
should accrue OID in income on a constant yield basis as more fully
described in the Prospectus Supplement to which this Pricing
Supplement relates.
If a United States Holder purchasing the Notes on the original
issuance causes the Company to repurchase the Notes, in whole but not
in part, in accordance with the terms of such Notes, the United States
Holder of the Notes will recognize capital loss equal to the
difference between the Adjusted Issue Price of the Notes as of the
repurchase date and the payment of principal on that date. United
States Holders purchasing the Notes in the secondary market are
advised to consult their own tax advisors as to the tax consequences
of causing the Company to repurchase the Notes.
A United States Holder of the Notes should refer to the Prospectus
Supplement to which this Pricing Supplement relates for further tax
disclosure.
Capitalized terms not otherwise defined herein have the meaning
ascribed to them in the accompanying Prospectus Supplement or
Prospectus.
