LEHMAN BROTHERS HOLDINGS INC
10-Q, 1995-07-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                   SECURITIES AND EXCHANGE COMMISSION
                                    
                         WASHINGTON, D.C.  20549
                                    
                                FORM 10-Q


[ X ]          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                                    
               For the quarterly period ended May 31, 1995
                                    
                                   OR
                                    
[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from ____________ to ____________
                                    
                      Commission file number 1-9466
                                    
                      Lehman Brothers Holdings Inc.
         (Exact Name of Registrant As Specified In Its Charter)
                                    
            Delaware                                 13-3216325
(State or other jurisdiction
of incorporation                          (I.R.S. Employer Identification No.)
or organization)

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

   Registrant's telephone number, including area code:  (212) 526-7000
                                    
                                    
Indicate by check mark whether the Registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period
that  the  Registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
Yes    X    No ______

As  of  June  30,  1995, 104,548,514 shares of the Registrant's  Common
Stock, par value $.10 per share, were outstanding.




              LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES

                                FORM 10-Q

                    FOR THE QUARTER ENDED MAY 31, 1995

                                  INDEX

Part  I.        FINANCIAL INFORMATION                             Page Number

     Item 1.     Financial Statements - (unaudited)

               Consolidated Statement of Operations -
                 Three and Six Months Ended May 31, 1995
                 and June 30, 1994                                3

               Consolidated Statement of Financial Condition -
                 May 31, 1995 and November 30, 1994               5

               Consolidated Statement of Cash Flows -
                 Six Months Ended May 31, 1995
                 and June 30, 1994                                7

               Notes to Consolidated Financial Statements         9

     Item 2.     Management's Discussion and Analysis of
                Financial Condition and Results of Operations13

Part II.    OTHER INFORMATION

     Item 1.             Legal Proceedings                       22

     Item 6.             Exhibits and Reports on Form 8-K        24

Signatures                                                       25

EXHIBIT INDEX                                                    26

Exhibits
<TABLE>

              
             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
                  CONSOLIDATED STATEMENT of OPERATIONS
                               (Unaudited)
                  (In millions, except per share data)

<CAPTION>
                                         Three months ended
                                       May 31,        June 30,
                                         1995           1994
<S>                                     <C>           <C>
Revenues                                          
    Principal transactions             $  355        $  383
    Investment banking                    152           151
    Commissions                           121           117
    Interest and dividends              2,655         1,699
    Other                                  15            14
         Total revenues                 3,298         2,364
     Interest expense                   2,567         1,645
         Net revenues                     731           719
Non-interest expenses                             
     Compensation and benefits            371           364
     Brokerage, commissions and        
     clearance fees                        60            66
     Communications                        47            51
     Occupancy and equipment               45            43
     Professional services                 42            47
     Business development                  28            32
     Depreciation and amortization         27            34
     Other                                 21            32
     Spin-off expenses                                   15
          Total non-interest expenses     641           684
Income before taxes                        90            35
      Provision for income taxes           32            15
Net income                             $   58        $   20
Net income applicable to common stock  $   48        $   12
                                                  
Number of shares used in earnings per             
common share computation                  110.2         105.7
Earnings per common share                  $0.43         $0.11
</TABLE>
                                    
                                    
             See notes to consolidated financial statements.
<TABLE>

             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
                  CONSOLIDATED STATEMENT of OPERATIONS
                               (Unaudited)
                  (In millions, except per share data)

<CAPTION>
                                          Six months ended
                                       May 31,        June 30,
                                        1995           1994
<S>                                     <C>            <C>
Revenues                                          
    Principal transactions             $  714         $  845
    Investment banking                    289            326
    Commissions                           226            258
    Interest and dividends              5,156          3,226
    Other                                  25             30
         Total revenues                 6,410          4,685
     Interest expense                   4,972          3,098
         Net revenues                   1,438          1,587
Non-interest expenses                             
     Compensation and benefits            730            814
     Brokerage, commissions and          
     clearance fees                       124            140
     Communications                        94            101
     Occupancy and equipment               90             85
     Professional services                 84             89
     Business development                  57             63
     Depreciation and amortization         54             65
     Other                                 45             59
     Severance charge                                     33
     Spin-off expenses                                    15
          Total non-interest expenses   1,278          1,464
Income before taxes and cumulative                
effect of change in accounting principle  160            123
      Provision for income taxes           57             48
Income before cumulative effect of                
change in accounting principle            103             75
Cumulative effect of change in                    
accounting principle, net of taxes                       (13)
Net income                             $  103        $    62
Net income applicable to common stock  $   82        $    42
Number of shares used in earnings per             
common share computation                  110.2          105.7
Earnings per common share:                        
     Income before cumulative effect              
of change in accounting principle         $0.74        $0.52
     Cumulative effect of change in    
     accounting principle                              (0.12)
     Net income                           $0.74        $0.40
</TABLE>
                                    
             See notes to consolidated financial statements.
<TABLE>

             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
              CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                               (Unaudited)
                              (In millions)
                                    
                                 ASSETS
<CAPTION>
                                    
                                                  May 31,       November 30,
                                                   1995            1994
<S>                                                <C>         <C>
Cash and cash equivalents                           $ 1,519       $  964
                                                              
Cash and securities segregated and on deposit                 
  for regulatory and other purposes                     901        1,420
                                                              
Securities and other financial instruments owned:             
   Governments and agencies                          27,112       24,840
   Corporate  obligations and  other  contractual 
   commitments                                        8,908        9,962
   Mortgages and mortgage-backed                      6,428        6,774
   Corporate stocks and options                       3,878        4,549
   Certificates of deposit and other money market            
   instruments                                        2,707        1,348
                                                     49,033       47,473
Collateralized short-term agreements:                         
   Securities purchased under agreements to resell   40,306       37,490
   Securities borrowed                               19,231       10,617
                                                              
Receivables:                                                  
   Brokers, dealers and clearing organizations        3,861       4,934
   Customers                                          4,998       2,794
   Others                                             2,115       2,762
                                                              
Property, equipment and leasehold improvements                
 (net of accumulated depreciation and amortization
  of $549 in 1995 and $520 in 1994)                     582         619
                                                              
Deferred expenses and other assets                      691         686
                                                              
Excess of cost over fair value of net assets                  
  acquired (net of accumulated amortization                   
  of $92 in 1995 and $88 in 1994)                       184         188
       Total assets                                $123,421    $109,947
                                                              
</TABLE>
                                    
             See notes to consolidated financial statements.
<TABLE>

             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
        CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (Continued)
                               (Unaudited)
                    (In millions, except share data)
                  LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                  May 31,     November 30,
                                                   1995           1994

<S>                                               <C>           <C>
Short-term financings:                                       
 Securities sold under agreements to  
 repurchase                                       $ 65,607       $ 58,419
 Commercial paper and short-term debt                7,885          9,807
 Securities loaned                                   4,925          1,627
                                                             
Securities and other financial instruments  sold             
but not yet purchased:
 Governments and agencies                            8,971         9,867
 Corporate obligations and other contractual       
 commitments                                         4,112         3,432
 Corporate stocks and options                        2,555         3,731
                                                    15,638        17,030
Payables:                                                    
   Brokers, dealers and clearing organizations       3,606         2,597
   Customers                                         6,864         3,060
                                                             
Accrued liabilities and other payables               2,639         2,691
Senior notes                                        10,752         9,107
Subordinated indebtedness                            2,030         2,214
           Total liabilities                       119,946       106,552
Commitments and contingencies  (Note 4)                      
Stockholders' equity:                                        
 Preferred stock, $1 par value; 38,000,000             
 shares authorized:
 5% Cumulative Convertible Voting, Series             
 A, 13,000,000 shares authorized,  
 issued and  outstanding;             
 $39.10 liquidation preference per share               508          508
 8.44% Cumulative Voting, 8,000,000 shares             
 issued and outstanding;
 $25.00 liquidation preference per share               200          200
 Redeemable Voting, 1,000 shares issued             
 and outstanding;
 $1.00 liquidation preference per share             
 Common Stock, $.10 par value; 300,000,000             
 shares authorized;
 shares issued: 105,639,779 in 1995  and             
 105,608,423 in 1994;
 shares outstanding: 104,524,685 in  1995  
 and 104,537,690 in 1994                               11            11
 Common Stock issuable                                 81            87
 Additional paid-in capital                         3,172         3,172
 Foreign currency translation adjustment               22             6
 Accumulated deficit                                 (503)         (574)
 Common Stock in treasury at cost: 1,115,094             
 shares in 1995
 and 1,070,733 shares in 1994                         (16)          (15)
     Total stockholders' equity                     3,475         3,395
     Total liabilities and stockholders' equity  $123,421      $109,947
</TABLE>

                                    
             See notes to consolidated financial statements.
<TABLE>

             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                               (Unaudited)
                              (In millions)
<CAPTION>
                                    
                                                         Six months ended
                                                        May 31,    June 30,
                                                         1995        1994
<S>                                                     <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES                         
Income before cumulative effect of change
in accounting principle                               $   103     $    75
Adjustments to reconcile income to net cash             
provided by 
(used in) operating activities:                            
  Depreciation and amortization                            54          65
  Provisions for losses and other reserves                 16          56
  Deferred tax liability                                              138
  Other adjustments                                        22          36
Net change in:                                               
  Cash and securities segregated                          519        (489)
  Receivables from brokers, dealers and clearing        
  organizations                                         1,073      (1,403)
  Receivables from customers                           (2,204)     (1,069)
  Securities purchased under agreements to resell      (2,816)    (18,090)
  Securities borrowed                                  (8,614)     (5,795)
  Securities and other financial instruments owned     (1,560)    (11,449)
  Payables to brokers, dealers and clearing 
  organizations                                         1,009       1,014
  Payables to customers                                 3,471        (281)
  Accrued liabilities and other payables                  (65)       (616)
  Securities sold under agreements to repurchase        7,188      24,618
  Securities loaned                                     3,298       1,555
  Securities and other financial instruments 
  sold but not yet purchased                           (1,392)      7,562
  Other operating assets and liabilities, net             863        (217)
                                                             
   Net cash provided by (used in) operating 
   activities                                        $    965    $(4,290)
</TABLE>

<TABLE>
                                    
             See notes to consolidated financial statements.

              LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CASH FLOWS--(Continued)
                               (Unaudited)
                              (In millions)
<CAPTION>
                                    
                                                      Six months ended
                                                     May 31,       June 30,
                                                      1995          1994

<S>                                                  <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES                           
Proceeds from issuance of senior notes               $3,445        $2,281
Principal payments of senior notes                   (2,093)       (1,506)
Proceeds from issuance of subordinated indebtedness      27           240
Principal payments of subordinated indebtedness        (213)         (244)
Proceeds from issuance of other indebtedness          1,992         3,774
Principal payments of other indebtedness             (2,860)       (3,256)
Increase (decrease) in commercial paper and 
short-term debt, net                                   (646)        1,799
Proceeds from spin-off                                              1,193
Dividends paid                                          (32)          (70)
  Net cash (used in) provided by financing            
  activities                                           (380)        4,211
                                                               
CASH FLOWS FROM INVESTING ACTIVITIES                           
Purchase of property, equipment and leasehold
improvements                                            (30)          (71)
Other                                                                 (25)
   Net cash used in investing activities                (30)          (96)
Effect of exchange rate changes on cash                                12
   Net change in cash and cash equivalents              555          (163)
Cash and cash equivalents, beginning of period          964         1,333
   Cash and cash equivalents, end of period          $1,519        $1,170
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in millions)

      Interest  paid totaled $4,955 and $3,158 for the  six  months
ended  May 31, 1995 and June 30, 1994, respectively.  Income  taxes
paid (received) totaled $21 and ($28) for the six months ended  May
31, 1995 and June 30, 1994, respectively.

                                    
See notes to consolidated financial statements.


1.  Basis of Presentation:

      The  consolidated financial statements include the  accounts  of
Lehman  Brothers Holdings Inc. ("Holdings") and subsidiaries (Holdings
together  with its subsidiaries, the "Company" or "Lehman  Brothers").
The  principal subsidiary of Holdings is Lehman Brothers Inc. ("LBI"),
a  registered  broker-dealer. All material intercompany  accounts  and
transactions  have  been eliminated in consolidation.   The  Company's
financial  statements have been prepared in accordance with the  rules
and  regulations of the Securities and Exchange Commission (the "SEC")
with  respect  to  the  Form  10-Q and reflect  all  normal  recurring
adjustments which are, in the opinion of management, necessary  for  a
fair  presentation  of the results for the interim periods  presented.
Pursuant  to  such rules and regulations, certain footnote disclosures
which  are  normally  required  under  generally  accepted  accounting
principles have been omitted.  The consolidated statement of financial
condition  at November 30, 1994 was derived from the audited financial
statements.  It is recommended that these financial statements be read
in  conjunction  with  the audited consolidated  financial  statements
included  in  the  Company's Transition Report on Form  10-K  for  the
eleven months ended November 30, 1994.

      The nature of the Company's business is such that the results of
any  interim period may vary significantly from quarter to quarter and
may  not  be  indicative of the results to be expected for the  fiscal
year.   Certain  prior  period  amounts reflect  reclassifications  to
conform to the current period's presentation.

      Earnings  per common share was computed by dividing  net  income
applicable to common stock by the weighted average number of shares of
common  stock and common stock equivalents outstanding.   Pursuant  to
the  SEC  requirements, the number of shares used in the earnings  per
share  calculation for 1994 includes common stock as of May  31,  1994
(the date of the spin-off from the American Express Company).

2.  Borrowings:

      During  the  six months ended May 31, 1995, the  Company  issued
$3,472  million of long-term debt (including $1,051 million of foreign
currency  denominated  notes), with maturities ranging  from  1995  to
2015.   These issuances were primarily utilized to refinance  maturing
long-term  debt  and to replace senior notes redeemed by  the  Company
prior to final maturity during the six months ended May 31, 1995.

      Approximately $2,612 million of the Company's new issuances were
fixed   rate.   Of  this  amount,  $1,697  million  were  U.S.  dollar
denominated  issuances  with a contractual weighted  average  interest
rate  of  8.23%,  and  $915 million were foreign currency  denominated
notes.   The  remainder of the Company's new issuances  were  floating
rate,  with  contractual interest rates based primarily on the  London
Interbank Offered Rate ("LIBOR").

      Approximately $1,043 million of the Company's U.S. dollar  fixed
rate  issuances  during  the  six  months  ended  May  31,  1995  have
effectively  been converted to floating rate obligations  through  the
use of interest rate swaps.  In addition to these interest rate swaps,
the  Company  entered into $654 million notional value  of  swaptions.
These  swaptions,  if  exercised, would convert $654  million  of  the
Company's U.S. dollar fixed rate debt issuances during the six  months
ended   May  31,  1995  to  floating  interest  rates.   Additionally,
virtually  all of the Company's foreign currency denominated issuances
during  the  six  months  ended May 31,  1995  have  effectively  been
converted  to  U.S.  dollar  obligations  with  U.S.  dollar  floating
interest  rates  based primarily on LIBOR through  the  use  of  cross
currency swaps.

      The  Company had approximately $2,306 million of long-term  debt
mature  during  the  six  months ended May 31,  1995  including  notes
redeemed by the Company prior to final maturity.

3.  Capital Requirements:

       As   registered  broker-dealers,  LBI  and  Lehman   Government
Securities  Inc.  ("LGSI"),  a wholly owned  subsidiary  of  LBI,  are
subject  to SEC Rule 15c3-1, the Net Capital Rule, which requires  LBI
and LGSI to maintain net capital of not less than the greater of 2% of
aggregate debit items arising from customer transactions, as  defined,
or  4%  of  funds  required to be segregated for customers'  regulated
commodity accounts, as defined.  At May 31, 1995, LBI's regulatory net
capital,   as   defined,  of  $1,180  million  exceeded  the   minimum
requirement  by  $1,099 million.  LGSI's regulatory  net  capital,  as
defined,  of  $385  million exceeded the minimum requirement  by  $338
million at May 31, 1995.

      Lehman Brothers International (Europe) ("LBIE"), Lehman Brothers
Japan Inc. ("LBJ"), and other of Holdings' subsidiaries are subject to
various  securities, commodities and banking regulations  and  capital
adequacy  requirements  promulgated by  the  regulatory  and  exchange
authorities of the countries in which they operate.  At May 31,  1995,
LBIE,  LBJ  and  the  other subsidiaries were in compliance  with  the
applicable local capital adequacy requirements.

      There  are no restrictions on Holdings' present ability  to  pay
dividends  on its common stock, other than Holdings' obligation  first
to  make  dividend payments on its preferred stock and  the  governing
provisions of the Delaware General Corporation Law.


4.  Commitments and Contingencies:

      In the normal course of its business, the Company has been named
a  defendant  in  a  number of lawsuits and other  legal  proceedings.
After considering all relevant facts, available insurance coverage and
the  advice  of  outside counsel, in the opinion of the  Company  such
litigation will not, in the aggregate, have a material adverse  effect
on  the  Company's  consolidated  financial  position  or  results  of
operations.

      As a leading global investment bank, risk is an inherent part of
all  of the Company's businesses and activities.  The extent to  which
the  Company  properly and effectively identifies, assesses,  monitors
and manages each of the various types of risks involved in its trading
(including  derivatives), brokerage, and investment banking activities
is  critical to its success and profitability.  The principal types of
risks involved in the Company's activities are market risk, credit  or
counterparty risk, and transaction risk.  Management has  developed  a
control  infrastructure to monitor and manage each type of risk  on  a
global basis throughout the Company.  For further discussion of  these
matters, refer to Note 17 of the Consolidated Financial Statements  in
the  Company's  Transition Report on Form 10-K for the  eleven  months
ended November 30, 1994.

5.  Changes in Accounting Principles:

      Postemployment Benefits.  Effective January 1, 1994, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No.  112,
"Employers'  Accounting for Postemployment Benefits".   SFAS  No.  112
requires  the accrual of obligations associated with services rendered
to  date for employee benefits accumulated or vested for which payment
is   probable  and  can  be  reasonably  estimated.   These   benefits
principally include the continuation of salary, health care  and  life
insurance  costs  for  employees on service  disability  leaves.   The
Company  previously expensed the cost of these benefits as  they  were
incurred.

     The cumulative effect of adopting SFAS No. 112 reduced net income
for  the  first quarter of 1994 by $13 million aftertax  ($23  million
pretax).   The effect of this change on the 1994 results of operations
was not material, excluding the cumulative effect.

      Offsetting of Certain Receivables and Payables. In January 1995,
the Financial Accounting Standards Board issued Interpretation No. 41,
"Offsetting  of  Amounts  Related to Certain  Repurchase  and  Reverse
Repurchase  Agreements" ("FIN No. 41").  FIN No. 41 is a  modification
to  Financial Accounting Standards Board No. 39 "Offsetting of Amounts
Related  to Certain Contracts"  ("FIN No. 39"), which permits  certain
limited  exceptions to the criteria established under FIN No.  39  for
offsetting  certain repurchase and reverse repurchase agreements  with
the  same  counterparty.   The Company adopted  this  modification  in
January 1995.

6.  Other Charges:

Severance Charge

      During the first quarter of 1994, the Company conducted a review
of  personnel  needs,  which resulted in the  termination  of  certain
personnel.   The  Company recorded a severance charge of  $33  million
pretax ($18 million aftertax) in the first quarter of 1994.

Spin-Off Expenses

      During the second quarter of 1994, the Company recorded a charge
of  $15  million pretax ($12 million aftertax) in connection with  the
spin-off  from  the  American  Express  Company  and  certain  related
expenses.

7.  Change in Year-End:

     During 1994, the Company changed its year-end from December 31 to
November  30.   Such a change to a non-calendar cycle  shifts  certain
year-end  administrative activities to a time  period  that  conflicts
less with the business needs of the Company's institutional customers.
As  such,  the second quarter ended May 31, 1995 has been reported  on
the basis of the new fiscal year.  The prior year's quarter ended June
30, 1994 was reported on the basis of the old calendar year cycle.


8.  Subsequent Event:

Incentive Plans

      In  June  1995, the Compensation and Benefits Committee  of  the
Board of Directors of Holdings (the "Compensation Committee") approved
the  1995  Stock  Award  Program, pursuant  to  the   Lehman  Brothers
Holdings  Inc. 1994 Management Ownership Plan.  Under the  1995  Stock
Award  Program, eligible employees are to receive, subject to  vesting
provisions   and  transfer  restrictions,  approximately   6   million
restricted stock units ("RSUs").  These RSUs will vest 80% on July  1,
1996  and  20% on July 1, 2000.  In addition, certain senior  officers
are  eligible  to  receive  RSUs based  on  the  achievement  of  1995
performance  goals, with 1 million RSUs expected to be  awarded.   The
Compensation  Committee also determined to award RSUs  (or  Restricted
Stock)  to  certain senior officers of Lehman Brothers as  part  of  a
three-year  long  term  incentive  plan.   The  number  of  RSUs   (or
Restricted  Stock)  which may be awarded, if any, will  be  determined
upon  the  completion of a two year period; vesting  would  not  occur
until the end of the third year.

Business Environment

      The  Company's principal business activities, investment banking
and  securities  trading  and sales, are by their  nature  subject  to
volatility, primarily due to changes in interest and foreign  exchange
rates,  global economic and political trends and industry competition.
As a result, revenues and earnings may vary significantly from quarter
to quarter and from year to year.

      The  adverse  market conditions that prevailed during  the  last
three  quarters  of 1994, which were characterized by rising  interest
rates and depressed underwriting volumes, continued throughout most of
the  first  quarter of 1995. The financial crisis in  Mexico  and  the
collapse  of Barings Brothers PLC also had a negative impact  on  both
emerging  markets  and  derivative transaction volumes  in  the  first
quarter of 1995.

      In the second quarter of 1995, market conditions showed signs of
improvement  as  expectations for lower U.S. interest  rates  prompted
strong  rallies  in  the  stock and bond markets.   Although  customer
volumes  increased  in  both  the debt and  equity  markets,  activity
continued  to  be  inconsistent  during  this  period.   In   general,
investors  remained  conservative and defensive due  to  uncertainties
surrounding further declines in U.S. interest rates and the  value  of
the  dollar.   Over  the same period,  derivative transaction  volumes
showed   improvement  as  customers  and  clients  were  looking   for
protection  in  a  declining  interest  rate  and  volatile   currency
environment.

      The market rallies experienced during the second quarter of 1995
resulted in increased syndicate activities from the first quarter 1995
levels,  with  the majority of this increase in debt issuances.   Such
syndicate  volumes, however,  remained below those experienced  during
the   comparable  1994  period.   The  environment  for   merger   and
acquisition  activity remained strong throughout  the  first  half  of
fiscal 1995.

Results of Operations
For the Three Months Ended May 31, 1995 and June 30, 1994

      Summary.   Net  income increased to $58 million for  the  second
quarter  ended  May 31, 1995 from $20 million for the  second  quarter
ended June 30, 1994.  The 1994 results include a $12 million after-tax
charge  in  connection  with the spin-off from  the  American  Express
Company   and  certain  related  expenses  (the  "Spin-off   Charge").
Earnings per common share increased to $0.43 for the second quarter of
1995  from $0.11 per common share for the second quarter of  1994  (as
adjusted for the number of shares of common stock outstanding  on  May
31, 1994).

      Net revenues increased to $731 million in the second quarter  of
1995  from $707 million in the first quarter of 1995 and $719  million
for  the  second  quarter  of  1994.  The  increase  in  net  revenues
reflected  an  improving market environment in the second  quarter  of
1995,  as  changing interest rate expectations caused rallies  in  the
U.S.  stock  and bond markets and generally higher levels of  customer
activity.


     Compensation and benefits expense as a percentage of net revenues
was  50.7%  for  both the second quarter of 1995 and 1994,  down  from
50.9%  in  the first quarter of 1995.  Non-personnel expenses declined
for  the  fourth  consecutive quarter to $270 million  in  the  second
quarter  of  1995  from $305 million in the second  quarter  of  1994,
excluding the Spin-off Charge.  The increase in net revenues  and  the
corresponding reduction in non-interest expenses caused an improvement
in  the  Company's  pre-tax operating margin to 12.3%  in  the  second
quarter of 1995 from 6.8% in the second quarter of 1994, excluding the
Spin-off Charge.

      Principal Transactions.  Principal transactions revenues include
the  results  of  the  Company's market making  and  trading  activity
related  to its customer business, as well as proprietary trading  for
the Company's own account.  The Company, through its subsidiaries,  is
a  market maker in all major equity and fixed income products in  both
the  domestic and international markets.  As part of its market-making
activities,  the  Company  maintains inventory  positions  of  varying
amounts across a broad range of financial instruments which are marked-
to-market  on  a  daily  basis, along with the  Company's  proprietary
trading positions.  The Company utilizes various hedging strategies to
minimize its exposure to significant movements in interest and foreign
exchange  rates  and  the  equity and  commodity  markets.   Principal
transactions  revenues  decreased 7% to $355 million  for  the  second
quarter  of  1995  from $383 million for the second quarter  of  1994.
This decline in principal transactions revenues was primarily due to a
slight  decrease in customer flow activities in certain  fixed  income
products,  partially offset by increased net revenues from derivatives
activities and foreign exchange.

      Investment  Banking.   Investment  banking  revenues  were  $152
million  for the second quarter of 1995 virtually unchanged  from  the
prior  year  period but up 11% from revenues of $137  million  in  the
first  quarter  of 1995.  The increase in investment banking  revenues
during the second quarter of 1995 versus the first quarter of 1995 was
primarily  attributable  to  higher levels of  underwriting  activity.
Revenues  from  strategic  advisory activities  remained  strong  with
consistent revenues in the second quarter of 1995 when compared to the
second quarter of 1994 and the first quarter of 1995.

      Commissions.  Commission revenues increased 3% to  $121  million
for  the  second  quarter  of 1995 from $117 million  for  the  second
quarter   of   1994,  reflecting  an  improvement  in  the   Company's
institutional trading volumes of listed securities partially offset by
the  effects  of restructuring the Company's high net worth  brokerage
unit.   Commission  revenues are generated from the  Company's  agency
activities  on behalf of corporations, institutions and high-net-worth
individuals.

     Interest and Dividends.  Interest and dividend revenues increased
to  $2,655 million for the second quarter of 1995 from $1,699  million
for the second quarter of 1994.  This increase is the result of higher
levels  of  interest rates in the second quarter of  1995  versus  the
second  quarter  of  1994 and an increase in the Company's  volume  of
matched book transactions.

      Net interest and dividend income increased 63% to $88 million in
the  second quarter of 1995 from $54 million in the second quarter  of
1994.   Net interest and dividend revenue amounts are closely  related
to  the  Company's  trading  activities.  The  Company  evaluates  its
trading  strategies on an overall profitability basis  which  includes
both  principal  transactions revenues and net  interest.   Therefore,
changes  in  net interest and dividend revenue from period  to  period
should  not be viewed in isolation but should be viewed in conjunction
with  revenues from principal transactions.  Net interest and dividend
revenue  is impacted by the balance sheet size and mix of assets,  the
amount and mix of short- and long-term funding sources, as well as the
prevailing level, term structure and volatility of interest rates.  In
the  second quarter of 1995, the increase in net interest and dividend
revenue  was  due to a higher level of interest earning assets  and  a
reduction  in  the  Company's funding costs due to  the  $1.2  billion
infusion of capital in connection with the May 31, 1994 spin-off  from
the  American  Express Company, the conversion of  a  portion  of  the
Company's  existing long-term debt portfolio from  fixed  to  floating
rate  through  the  use of interest rate swaps and the  use  of  other
derivatives products.

      Non-Interest  Expenses.  Non-interest expenses decreased  6%  to
$641 million for the second quarter of 1995 from $684 million for  the
second  quarter  of  1994.  Compensation and  benefits  expense  as  a
percentage of net revenues was unchanged at 50.7% for both the  second
quarter of 1995 and 1994  and down from 50.9% in the first quarter  of
1995.   Compensation  and benefits expense was $371  million  for  the
second  quarter  of  1995 and $364 million for the second  quarter  of
1994.

     Nonpersonnel expenses were $270 million for the second quarter of
1995  down from $320 million for the second quarter of 1994  and  $277
million  for the first quarter of 1995.  Included in the 1994  results
was   a   $15   million  Spin-off  Charge.   Excluding  this   charge,
nonpersonnel  expenses decreased 11% to  $270 million for  the  second
quarter of 1995 from $305 million in the second quarter of 1994.

     Cost Reduction Effort.  At year end 1994, the Company announced a
cost reduction target of $300 million on an annualized basis (pre-tax)
compared  to the third quarter 1994 annualized expenses.  The  Company
has  continued  its progress in reducing costs concentrating  on  both
personnel  and non-personnel expenses.  During the second  quarter  of
1995, headcount was further reduced to 8,195 employees at May 31, 1995
from  8,428  at  February  28, 1995.  Such  reductions  were  achieved
despite certain strategic hires by the Company in a number of business
units.   The  Company  also continued to reduce nonpersonnel  expenses
with annualized savings of approximately $28 million being achieved in
the  second  quarter when compared to the first quarter  1995  expense
level.   The  Company expects to achieve its remaining cost  reduction
objectives by year end 1995.

      In  addition  to the cost reduction efforts described  above,  the
Company continues to review its activities, realigning and consolidating
operations and facilities where possible.

      Income  Taxes.   For the second quarter of 1995,  the  Company's
income  tax  provision was $32 million as compared to $15 million  for
the  second quarter of 1994.  The effective tax rate was 36%  for  the
second  quarter  of 1995 as compared to 42% in the second  quarter  of
1994.   The  1994  results include a tax charge related  to  the  non-
deductibility  of a portion of the Spin-off Charge.  In addition,  the
lower  tax  rate for 1995 is a result of a decrease in the  state  tax
rate,  partially offset by a decrease in tax benefits attributable  to
income subject to preferential tax treatment.

Results of Operations

For the Six Months Ended May 31, 1995 and June 30, 1994

     Summary.  The Company reported net income of $103 million for the
six months ended May 31, 1995 as compared to net income of $62 million
for  the six months ended June 30, 1994.  The 1994 results include  an
$18  million aftertax severance charge related to the Company's review
of  its personnel needs, a $12 million aftertax Spin-off Charge and  a
$13  million aftertax charge for the cumulative effect of a change  in
accounting for postemployment benefits as a result of the adoption  of
Statement of Financial Accounting Standards No. 112.   Excluding these
charges,  net  income declined slightly to $103 million  for  the  six
months  ended May 31, 1995 from $105 million for the six months  ended
June 30 1994.

      Earnings per common share for the six months ended May 31,  1995
were  $0.74.  Earnings per common share for the six months ended  June
30,  1994  were  $0.40  after the cumulative effect  of  a  change  in
accounting principle and were $0.52 before the cumulative effect of  a
change  in accounting principle (as adjusted for the number of  shares
of common stock outstanding on May 31, 1994).

      Net  revenues decreased 9% to $1,438 million for the six  months
ended  May 31, 1995 from $1,587 million for the six months ended  June
30,  1994.  The decline in net revenues was primarily due to decreased
revenues in the first quarter of 1995 from the first quarter  of  1994
as  a  result  of  a  significant weakening  in  the  global  business
environment.  The first quarter of 1994 reflected the carryover of the
1993  robust  operating environment.  This cycle was characterized  by
historically low interest rates, strong syndicate activity  and  heavy
customer  volumes.   The  first  quarter  of  1995  reflected  a  more
difficult   business  environment,  due  to  significantly   increased
interest  rates,  reduced levels of debt and equity underwritings  and
increased  volatility in the secondary markets.  Partially  offsetting
this  decrease  was a somewhat improved operating environment  in  the
second  quarter of 1995 as compared to the prior year, due to a change
in  the  expectations for interest rates and rallies in the stock  and
bond markets.

     Principal Transactions. Principal transactions revenues decreased
16%  to  $714 million for the six months ended May 31, 1995 from  $845
million  for  the  six  months ended June 30, 1994.   The  decline  in
principal transactions revenues was principally due to lower  customer
flow  activities, particularly in derivatives and certain fixed income
products,  in  the first quarter of fiscal 1995 from that  experienced
during the first quarter of 1994.  Customer flow volumes increased  in
the  second quarter of 1995 from the first quarter 1995 levels due  to
changes  in  the expectations regarding interest rates and rallies  in
both the stock and bond markets.

     Investment Banking.  Investment banking revenues decreased 11% to
$289  million for the six months ended May 31, 1995 from $326  million
for  the  six  months  ended  June 30,  1994.   Underwriting  activity
continued  at  low levels industrywide as demand for debt  and  equity
issuance  remained  below the comparable levels present  during  1994.
Accordingly,  the  Company's origination volumes  overall  were  below
those  achieved during 1994.  Partially offsetting this decrease  were
improved  results  from  merchant banking  activities.   Results  from
strategic  advisory activities for the six months ended May  31,  1995
were consistent with the prior year period.

      Commissions.  Commission revenues decreased 12% to $226  million
for  the  six months ended May 31, 1995 from $258 million for the  six
months  ended  June  30,  1994.  The decline  in  commission  revenues
reflects  lower  volumes  of  customer trading  in  listed  securities
primarily due to the effects of restructuring the Company's  high  net
worth  brokerage  unit.  Commission revenues are  generated  from  the
Company's  agency  activities on behalf of corporations,  institutions
and high-net-worth individuals.

     Interest and Dividends.  Interest and dividend revenues increased
to  $5,156  million for the six months ended May 31, 1995 from  $3,226
million for the six months ended June 30, 1994.  This increase is  the
result of higher levels of interest rates in the six months ended  May
31, 1995 versus the six months ended June 30, 1994 and an increase  in
the Company's volume of matched book transactions.

      Net  interest and dividend income increased 44% to $184  million
for  the  six months ended May 31, 1995 from $128 million for the  six
months  ended  June 30, 1994.  The 1995 increase in net  interest  and
dividend revenue was due to a higher level of interest earning  assets
and a reduction in the Company's funding costs due to the $1.2 billion
infusion of capital in connection with the May 31, 1994 spin-off  from
the  American  Express Company, the conversion of  a  portion  of  the
Company's  existing long-term debt portfolio from  fixed  to  floating
rate  through  the use of interest rate swaps and the use  of    other
derivatives products.

     Non-Interest Expenses.  Non-interest expenses were $1,278 million
for  the six months ended May 31, 1995 and $1,464 million for the  six
months  ended  June 30, 1994.  Compensation and benefits  expense  was
$730  million  for the six months ended May 31, 1995 and $814  million
for  the  six  months ended June 30, 1994.  Compensation and  benefits
expense as a percentage of net revenues decreased to 50.8% for the six
months ended May 31, 1995 from 51.3% for the six months ended June 30,
1994.

      Nonpersonnel expenses were $548 million for the six months ended
May  31, 1995 and $650 million for the six months ended June 30, 1994.
Included in the 1994 results was a $33 million severance charge and  a
$15  million  Spin-off Charge.  Excluding these charges,  nonpersonnel
expenses decreased 9% to $548 million for the six months ended May 31,
1995 from $602 million for the six months ended June 30, 1994.

      Income  Taxes.    For the six months ended  May  31,  1995,  the
Company's  income  tax provision was $57 million as  compared  to  $48
million  for  the six months ended June 30, 1994.  The  effective  tax
rate was 36% for the six months ended May 31, 1995 as compared to  39%
for  the  six months ended June 30, 1994.  The 1994 results include  a
tax  charge related to the non-deductibility of a portion of the Spin-
off Charge.  In addition, the lower tax rate for 1995 is a result of a
decrease in the state tax rate, partially offset by a decrease in  tax
benefits attributable to income subject to preferential tax treatment.

Liquidity and Capital Resources

     Total  assets  increased to $123.4 billion at May 31,  1995  from
$109.9 billion at November 30, 1994.  The increase in total assets  is
primarily  the  result  of  the  change  in  the  Company's   clearing
arrangements.  After the close of business on February 17,  1995,  the
Company  became  self-clearing for equities, municipal securities  and
corporate debt securities.  Previously all clearing and settlement for
these  products  was performed by Smith Barney Inc.  The  Company  has
entered  into  an agreement, for a term of five years, with  the  Bear
Stearns  Securities Corp.  ("BSSC") pursuant to which BSSC has  agreed
to  process  the transactions previously cleared by Smith Barney  Inc.
As  of  result  of this arrangement, assets increased by approximately
$11   billion   which  were  predominantly  funded   with   offsetting
liabilities.

     The  Company's  asset base consists primarily of  cash  and  cash
equivalents and assets which can be converted to cash within one year,
including   securities   and   other  financial   instruments   owned,
collateralized  short-term  agreements  and  receivables.    Long-term
assets  consist primarily of other receivables, which included a  $945
million  interest bearing receivable from the American Express Company
due  in  June  1996,  property, equipment and leasehold  improvements,
deferred expenses and other assets, and excess of cost over fair value
of  net  assets  acquired.   On June 22, 1995,  $700  million  of  the
receivable was prepaid by the American Express Company.  The  maturity
of  the  remaining $245 million interest bearing note was extended  to
the  year  2000.   Portions of this note will be prepaid  by  American
Express prior to such date in proportion to the Company's payments and
prepayments on any indebtedness related to the World Financial Center.

     On  a daily basis the Company reviews its mix of long- and short-
term   borrowings  as  it  relates  to  maturity  matching   and   the
availability  of  secured and unsecured financing.  In  addition,  the
Company periodically tests its secured and unsecured credit facilities
to  ensure  availability  and  monitors  its  unencumbered  collateral
positions   to  ensure  maximum  availability  of  secured   borrowing
facilities.

     Short-Term  Secured Funding. The Company finances its  short-term
assets  primarily  on a secured basis.  At May 31, 1995,  79%  of  the
Company's securities and other financial instruments owned, securities
purchased  under  agreements  to resell and  securities  borrowed  are
financed  by securities and other financial instruments sold  but  not
yet  purchased,  securities sold under agreements  to  repurchase  and
securities loaned.

      Short-Term  Unsecured  Funding.   The  Company  uses  short-term
unsecured borrowing sources to fund short-term assets not financed  on
a  secured  basis.   The  Company's  primary  sources  of  short-term,
unsecured general purpose funding include commercial paper and  short-
term   debt,   including  master  notes  and  bank  borrowings   under
uncommitted  lines  of credit.  Commercial paper and  short-term  debt
outstanding  totaled $7.9 billion at May 31, 1995,  compared  to  $9.8
billion  at  November  30, 1994.  Of these amounts,  commercial  paper
outstanding  totaled  $2.7 billion at May 31, 1995  compared  to  $2.8
billion  at  November 30, 1994.  At May 31, 1995,  Holdings  had  $2.5
billion  of  unused  committed  bank  credit  lines  to  support   its
commercial paper programs.

     The  Company's uncommitted lines of credit provide an  additional
source  of  secured and unsecured short-term financing.   At  May  31,
1995,  the  Company had $13.7 billion in uncommitted lines  of  credit
compared  to  $12.5  billion at November 30, 1994.  Uncommitted  lines
consist  of facilities that the Company has been advised are available
but for which no contractual lending obligation exists.

     Total  Capital.  Long-term assets are financed with a combination
of  long-term  debt  and  stockholders' equity  (collectively,  "Total
Capital").   The  Company's long-term unsecured  funding  sources  are
senior  notes  and  subordinated indebtedness.  The Company  maintains
long-term debt in excess of its long-term assets to provide additional
liquidity,  which  the  Company uses to meet  its  short-term  funding
requirements and to reduce its reliance on commercial paper and short-
term debt.

     For  the  six months ended May 31, 1995, the Company issued  $3.5
billion in long-term debt compared to $2.5 billion for the six  months
ended  June  30,  1994.   These issuances were primarily  utilized  to
refinance long-term debt and to replace long-term debt redeemed by the
Company  prior to maturity during the six months ended May  31,  1995.
The  Company staggers the maturities of its long-term debt to minimize
refunding  risk.   At  May 31, 1995, the Company  had  long-term  debt
outstanding of $12.8 billion compared to $11.3 billion at November 30,
1994.

     At  May  31,  1995,  the Company had approximately  $5.5  billion
available  for  issuance  of  debt  securities  under  various   shelf
registrations and debt programs.

     Credit Ratings.  The current short-term and long-term senior debt
ratings  of Holdings and the current short-term and subordinated  debt
ratings  of  the Company's principal subsidiary, Lehman Brothers  Inc.
("LBI") are as follows:

                                         Holdings                 LBI
                                Short-     Long-       Short-    subordinated
                                 term       term        term        debt

Duff & Phelps Credit Rating Co    D-1        A           D-1         A-
Fitch Investors Services Inc.     F-1        A           F-1         A-
IBCA                              A1         A-          A1          -
Moody's                           P2        Baa1         P2        Baa1
S&P                               A-1        A           A-1         A
Thomson BankWatch                TBW-1       A-         TBW-1        A-


Specific Business Activities and Transactions

     The  following sections include information on specific  business
activities  of the Company which affect overall liquidity and  capital
resources:

     High  Yield Securities.  The Company underwrites, trades, invests
and  makes  markets  in  high yield corporate  debt  securities.   The
Company  also  syndicates,  trades  and  invests  in  loans  to  below
investment  grade  companies.  For purposes of this  discussion,  high
yield  debt securities are defined as securities or loans to companies
rated  as  BB+  or  lower, or equivalent ratings by recognized  credit
rating  agencies, as well as non-rated securities or loans  which,  in
the  opinion  of management, are non-investment grade.  Non-investment
grade securities generally involve greater risks than investment grade
securities  due to the issuer's creditworthiness and the liquidity  of
the  market  for  such securities.  In addition,  these  issuers  have
higher  levels of indebtedness, resulting in an increased  sensitivity
to  adverse  economic conditions.  The Company recognizes these  risks
and aims to reduce market and credit risk through the  diversification
of  its  products and counterparties.  High yield debt securities  are
carried  at  market  value and unrealized gains or  losses  for  these
securities  are reflected in the Company's consolidated  statement  of
operations.   The Company's portfolio of such securities  at  May  31,
1995  and  November 30, 1994 included long positions with an aggregate
market   value  of  approximately  $825  million  and  $1.1   billion,
respectively,  and short positions with an aggregate market  value  of
approximately   $80  million  and  $94  million,  respectively.    The
portfolio  may  from  time  to time contain concentrated  holdings  of
selected issues.  The Company's two largest high yield positions  were
$94  million and $57 million at May 31, 1995 and $252 million and  $89
million at November 30, 1994.

     Westinghouse.  In May 1993, the Company and Westinghouse Electric
Corporation ("Westinghouse") entered into a partnership to  facilitate
the  disposition  of Westinghouse's commercial real estate  portfolio,
valued at approximately $1.1 billion, to be accomplished substantially
through  securitizations  and  asset sales.   The  Company's  original
investment  in  the partnership was approximately $136 million,  after
consideration  of  a  10% limited partnership  interest  purchased  by
Lennar Inc.  In addition, the Company made collateralized loans to the
partnership of $752 million.

    At May 31, 1995, the carrying value of the Company's investment in
the partnership was $114 million.  The outstanding balance of the loan
to  the partnership was fully paid in the first quarter of 1995.   The
remaining  investment should be principally recovered by  the  end  of
1995  through a combination of securitizations, asset sales,  mortgage
remittances and refinancings by third parties.

     Merchant  Banking Partnerships.  At May 31, 1995,  the  Company's
investment  in  merchant banking partnerships was $307 million,  which
included $14 million in one employee-related partnership in which  the
Company, as general partner, is entitled to a priority return.  At May
31, 1995, the Company had no remaining commitments to make investments
through  these  partnerships.  The Company's policy is  to  carry  its
interests  in merchant banking partnerships at fair value  based  upon
the Company's assessment of the underlying investments.  The Company's
merchant  banking  investments, made primarily  through  a  series  of
partnerships are consistent with the terms of those partnerships,  and
are  expected  to be sold or otherwise monetized during the  remaining
term of the partnerships.

     Noncore  Activities and Investments.  In March 1990, the  Company
discontinued the origination of partnerships (the assets of which  are
primarily real estate) and investments in real estate.  Currently, the
Company  acts as a general partner for approximately $4.1  billion  of
partnership  investment capital and manages the remaining real  estate
investment portfolio. At May 31, 1995, the Company had net exposure to
these  investments of $179 million.  This amount includes $45  million
of  investments  in  these real estate activities,  as  well  as  $134
million of commitments and contingent liabilities under guarantees and
credit  enhancements,  both net of applicable  reserves.   In  certain
circumstances,  the Company provides financial and other  support  and
assistance  to such investments to maintain investment values.   There
is  no  contractual requirement that the Company continue  to  provide
this  support.   Although a decline in the real estate market  or  the
economy  in general or a change in the Company's disposition  strategy
could  result in additional reserves, the Company believes that it  is
adequately reserved for its investments in real estate and commitments
and contingent liabilities.

     The Company has equity, partnership and debt investments made  in
previous years that are unrelated to its ongoing businesses. The Company holds
$98 million of long-term subordinated indebtedness and equity securities of
American Marketing Industries Holdings Inc. ("AMI").  The subordinated debt,
as amended, matures in 1997, and includes certain provisions which limit cash
interest payments and provides for payment-in-kind securities above such cash
interest payments.  The AMI loan is current in payment in accordance with its
terms. The Company has other investments that are also awaiting their
disposition or the occurrence of certain events which will ultimately lead
to their liquidation.  The Company carries these equity, partnership and
debt investments, including AMI, at their estimated net realizable value,
which approximates $171 million at May 31, 1995.

     Management's  intention  with regard to  noncore  assets  is  the
prudent liquidation of these investments as and when possible.


             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
                                    
                       PART II - OTHER INFORMATION


ITEM 1    LEGAL PROCEEDINGS

      Lehman  Brothers is involved in a number of judicial, regulatory
and  arbitration proceedings concerning matters arising in  connection
with  the  conduct of its business.  Such proceedings include  actions
brought  against LBI and others with respect to transactions in  which
LBI  acted as an underwriter or financial advisor, actions arising out
of   LBI's  activities  as  a  broker  or  dealer  in  securities  and
commodities  and  actions  brought on behalf  of  various  classes  of
claimants  against many securities and commodities firms of which  LBI
is one.

      Although  there can be no assurance as to the ultimate  outcome,
Lehman  Brothers  has denied, or believes it has meritorious  defenses
and  will deny, liability in all significant cases pending against  it
including   the  matters  described  below,  and  intends  to   defend
vigorously each such case.  Although there can be no assurance  as  to
the  ultimate  outcome, based on information currently  available  and
established  reserves, the Company believes that the eventual  outcome
of the actions against it, including the matters described below, will
not,  in the aggregate, have a material adverse effect on its business
or consolidated financial condition.


Glynwil Investment, Ltd. v. Shearson Lehman Brothers Inc. (Reported in
Holdings' Annual Report on Form 10-K and First Quarter Report on  Form
10-Q)

      On  June  13,  1995, the Appellate Division,  First  Department,
reversed the summary judgment in favor of Lehman Brothers and remanded
the case back to the trial court for further proceedings.  The case is
scheduled to go to trial on October 16, 1995.


First  Capital Holdings Inc. - Bankruptcy Court Action.  (Reported  in
Holdings' Annual Report on Form 10-K)

      The parties have agreed to a settlement of all claims, with  all
defendants agreeing to pay a total of $80 million.  On June 30,  1995,
the  Bankruptcy Court entered an order in the case which, inter  alia,
establishes notice procedures for serving shareholders and bondholders
with  the settlement motion and setting August 9, 1995 as the  hearing
date for the motion.

Lehman  Brothers  Commercial Corporation and Lehman  Brothers  Special
Financing  Inc. v. China International United Petroleum  and  Chemical
Co.,  Ltd. (Reported in Holdings' Annual Report on Form 10-K and First
Quarter Report on Form 10-Q)

     Unipec has asserted fifteen counterclaims against Lehman entities
based  on  violations of federal securities and commodities  laws  and
rules, and theories of fraud, breach of fiduciary duty, conversion and
business  torts.  Unipec seeks $8 million in compensatory damages,  as
well  as  punitive damages.  The Lehman counterclaim  defendants  have
moved  to  dismiss the six counterclaims based on fraud  and  the  two
based on business tort theories.  Discovery is commencing.

Lehman  Brothers  Commercial Corporation and Lehman  Brothers  Special
Financing  Inc. v. Minmetals International Non-Ferrous Metals  Trading
Company (Reported in Holdings' Annual Report on Form    10-K and First
Quarter Report on Form 10-Q)

      CNM  filed a motion to dismiss the claims against it.  The court
granted  the motion, but also granted LBCC and LBSF leave to  replead.
Minmetals  filed fourteen counterclaims against Lehman entities  based
on  violations of federal securities and commodities laws  and  rules,
and  theories  of fraud, breach of fiduciary duty and conversion.  The
Lehman  counterclaim defendants have moved to dismiss  the  six  fraud
based counterclaims.  Discovery is commencing.



EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits and reports on Form 8-K are filed as part  of
this Quarterly Report, or where indicated, were heretofore filed and
are hereby incorporated by reference:

(a)  Exhibits:

     11.  Computation of Per Share Earnings

     12.  Computation in Support of Ratio of Earnings to Fixed
          Charges

     27.  Financial Data Schedule


(b)  Reports on Form 8-K:

       1. Form 8-K filed June 28, 1995, Items 5 and 7.


                                    
                               SIGNATURES
                                    
                                    
                                    
      Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                   LEHMAN BROTHERS HOLDINGS INC.
                                           (Registrant)





Date:   July  14, 1995             By /s/  Richard  S. Fuld Jr.
                                   Richard S. Fuld, Jr.
                                   Chairman of the Board and
                                   Chief Executive Officer
                                   (Principal Executive Officer)




Date:  July 14, 1995               By /s/ Robert Matza
                                   Robert Matza
                                   Chief Financial Officer
                                   (Principal Financial Officer)




                      EXHIBIT INDEX

Exhibit No.                   Exhibit


Exhibit 11  Computation of Per Share Earnings

Exhibit  12   Computation in Support of Ratio of Earnings  to  Fixed Charges

Exhibit 27  Financial Data Schedule



                                                            Exhibit 11

<TABLE>
             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
                    COMPUTATION of PER SHARE EARNINGS
                               (Unaudited)
                    (In millions, except share data)
<CAPTION>
                                 Three months               Six months
                                    ended                     ended
                            May 31,       June 30,    May 31,      June 30,
                             1995          1994        1995          1994
<S>                       <C>          <C>          <C>          <C>
Primary:                                                       
Weighted average shares                                        
outstanding:
Common stock              104,510,057  105,594,043  104,514,659  105,601,193
Common stock issuable       5,466,763       11,667    5,510,020       11,667
Common stock equivalents      271,927       61,389      166,658       61,389
Total common stock and   
common stock equivalents  110,248,747  105,667,099  110,191,337  105,674,249
                                                               
Income before cumulative effect                                
of change in accounting
principle                     $ 58.2      $ 20.1      $103.2       $ 75.0
Cumulative effect of change in                                      
accounting principle                                                (12.7)
Net income                      58.2        20.1       103.2         62.3
Preferred dividends            (10.6)       (8.0)      (21.2)       (20.0)
Net income applicable to
stock common                  $ 47.6      $ 12.1      $ 82.0       $ 42.3
                                                               
Earnings Per Share:                                            

Income before cumulative effect                                
of change in accounting 
principle                      $ 0.43      $ 0.11      $ 0.74       $ 0.52
Cumulative effect of change in                                 
accounting principle                                                 (0.12)
Earnings per common share      $ 0.43      $ 0.11      $ 0.74       $ 0.40
                                                               
Fully diluted:                                                 

Weighted average shares                                        
outstanding:
Common stock              104,510,057  105,594,043  104,514,659  105,601,193
Common stock issuable       5,466,763       11,667    5,510,020       11,667
Common stock equivalents      369,522       61,389      227,668       61,389
Total common stock and       
common stock equivalents  110,346,342  105,667,099  110,252,347  105,674,249  
Income before cumulative
effect of change in
accounting principle           $ 58.2       $ 20.1       $103.2       $ 75.0
Cumulative effect of change in                                  
accounting principle                                                   (12.7)
Net income                       58.2         20.1        103.2         62.3
Preferred dividends             (10.6)        (8.0)       (21.2)       (20.0)
Net income applicable to common  
stock                           $47.6        $12.1        $82.0        $42.3
                                                               
Earnings Per Share:
                                            
Income before cumulative effect                                
of change in
accounting principle            $ 0.43       $ 0.11       $ 0.74       $ 0.52
Cumulative effect of change in                                  
accounting principle                                                   (0.12)
Earnings per common share       $ 0.43       $ 0.11       $ 0.74      $ 0.40
</TABLE>
                                                               

                                                            Exhibit 12


<TABLE>
             LEHMAN BROTHERS HOLDINGS INC. and SUBSIDIARIES
      COMPUTATION in SUPPORT of RATIO of EARNINGS to FIXED CHARGES
                          (Dollars in millions)
                               (Unaudited)
<CAPTION>
                                                          For the   For the
                                                      Eleven Months Six Months
                                                            Ended     Ended
                      For  the  Year Ended December 31,  November 30, May 31,
                      1990      1991     1992      1993     1994      1995
<S>                  <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges:
Interest expense:
Subordinated 
indebtedness         $ 203     $ 170     $ 150     $ 144     $ 158    $ 101
Bank loans and other                                         
borrowings*          4,531     4,755     5,035     5,224     6,294     4,871
Interest component                                         
of rentals
of office and  
equipment               62        70        74        76        42        23
Other adjustments**      8         2         2         7         4        16
TOTAL (A)           $4,804    $4,997    $5,261    $5,451    $6,498    $5,011
                                                                 
Earnings:                                                        

Pretax income  (loss)                                         
from continuing  
operations          $ (749)    $ 150    $ (247)   $   27     $ 193     $ 160
Fixed charges        4,804     4,997     5,261     5,451     6,498     5,011
Other adjustments**    (17)        7                  (6)       (4)      (15)
TOTAL (B)           $4,038    $5,154    $5,014    $5,472    $6,687    $5,156
(B / A)                         1.03                1.00      1.03      1.03
</TABLE>
*    Includes amortization of long-term debt discount.

**   Other  adjustments include capitalized interest and debt issuance
     costs and amortization of capitalized interest.

***  Other  adjustments  include adding the  net  loss  of  affiliates
     accounted  for  at  equity whose debt is not  guaranteed  by  the
     Company  and  subtracting capitalized interest and debt  issuance
     costs and undistributed net income of affiliates accounted for at
     equity.

**** Earnings  were inadequate to cover fixed charges and  would  have
     had  to  increase  approximately $766 million in  1990  and  $247
     million in 1992 in order to cover the deficiency.


<TABLE> <S> <C>

<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at May 31, 1995 (Unaudited) and
the Consolidated Statement of Operations for the six months ended May 31, 1995
(Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000806085
<NAME> LEHMAN BROTHERS HOLDINGS INC.
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-START>                             DEC-01-1994
<PERIOD-END>                               MAY-31-1995
<CASH>                                           2,420
<RECEIVABLES>                                   10,974
<SECURITIES-RESALE>                             40,306
<SECURITIES-BORROWED>                           19,231
<INSTRUMENTS-OWNED>                             49,033
<PP&E>                                             582
<TOTAL-ASSETS>                                 123,421
<SHORT-TERM>                                     7,885
<PAYABLES>                                      10,470
<REPOS-SOLD>                                    65,607
<SECURITIES-LOANED>                              4,925
<INSTRUMENTS-SOLD>                              15,638
<LONG-TERM>                                     12,782
<COMMON>                                            11
                                0
                                        708
<OTHER-SE>                                       2,756
<TOTAL-LIABILITY-AND-EQUITY>                   123,421
<TRADING-REVENUE>                                  714
<INTEREST-DIVIDENDS>                             5,156
<COMMISSIONS>                                      226
<INVESTMENT-BANKING-REVENUES>                      289
<FEE-REVENUE>                                        0
<INTEREST-EXPENSE>                               4,972
<COMPENSATION>                                     730
<INCOME-PRETAX>                                    160
<INCOME-PRE-EXTRAORDINARY>                         103
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       103
<EPS-PRIMARY>                                     0.74
<EPS-DILUTED>                                     0.74
        

</TABLE>


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