Rule 424(b)(2)
Registration Nos. 33-62085
NASD File No. 950825005
AMENDED PRICING SUPPLEMENT NO. 164
Dated June 6, 1996, to Prospectus
Supplement dated February 23, 1996
and Prospectus dated October 30, 1995
LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series E
(Floating Rate)
Due from Nine Months to 30 years from Date of Issue
Price to Public: 100% Initial Interest Rate: One (1) Month
Agent's Commission: .35% LIBOR Telerate
posted on 5/30/96
Interest Rate Basis:
( ) Treasury Rate Original Issue Date: 6/3/96
( X) LIBOR - 1 month Initial Maturity Date: 7/3/97
Final Maturity Date: 6/3/99
( ) Commercial Paper Rate Maximum Interest Rate:______%
( ) Federal Funds Effective Rate Minimum Interest Rate:______%
( ) Prime Rate Spread Multiplier:__________%
( ) Other Spread (+ -) +.20% *(See below)
Index Maturity: Monthly
Interest Payment Period: Monthly
Interest Reset Period: Monthly
Interest Reset Dates: 3rd of each month
Interest Determination Dates: Two (2) London/NY business days prior
to interest payment dates
Interest Payment Dates: 3rd of each month and at maturity
The aggregate principal amount of this offering is $100,000,000 and
relates only to Pricing Supplement No. 164. Medium-Term Notes, Series
E may be issued by the company in aggregate principal amount of up to
$6,267,500,000 and, to date, including this offering, an aggregate of
$5,398,300,000 Medium-Term Notes, Series E has been issued and
$2,476,665,000 are outstanding.
The Floating Rate Renewable Notes described in this Pricing
Supplement (the "Renewable Notes") will mature on the Initial Maturity
Date, unless the maturity of all or any portion of the principal
amount thereof is extended in accordance with the procedures described
below. On any Election Date (as defined herein), the holder of a
Renewable Note may elect to extend the maturity of the Renewable Notes
to the date (the "Stated Maturity Date") occurring 366 calendar days
from and including the next Interest Reset Date; if such Note is
extended and such 366th calendar day is not a Business Day, the
maturity of any Renewable Note so extended shall be the next
succeeding Business Day. The holder may extend the maturity of the
Renewable Notes or any portion thereof having a principal amount of
$1,000 or any multiple of $1,000 in excess thereof by delivering a
notice to such effect, via the Depository Trust Company, to the
trustee for the Renewable Notes on any Business Day during the period
beginning on the fourth Business Day preceding an Election Date to and
including such Election Date. Such option may be exercised with
respect to less than the principal amount of the Renewable Notes;
provided that the principal amount for which such option is exercised
is at least $1,000 or any larger amount that is an integral multiple
of $1,000. Notwithstanding the foregoing, the maturity of the
Renewable Notes may not be extended beyond June 3, 1999. If the
holder does not affirmatively elect to extend the maturity of any
portion of the principal amount of the Renewable Notes on any Business
Day during the period beginning on the fourth Business Day preceding
an Election Date to and including any Election Date according to the
procedures described herein, such portion shall become due and payable
11 calendar months from and including the Interest Reset Date in the
month following the month in which such election is made; provided,
however, that if such maturity date is not a Business Day, such
portion will become due and payable on the next Succeeding Business
Day. An Election Date shall be the fifteenth day of each month from
July 1996 to May 1998 inclusive.
The Renewable Notes will bear interest from the date of issuance
until the principal amount thereof is paid or made available for
payment at a rate determined by reference to LIBOR plus the Spread.
Until the Initial Interest Reset Date, the Renewable Notes will bear
interest at the Initial Interest Rate.
* If the holder of a Renewable Note elects to extend the maturity
of such renewable Note or any specified portion thereof, the Spread
applicable to such Renewable Note or specified portion thereof shall
be .20% per annum beginning on the Interest Reset Date next succeeding
the applicable Election Date. If the holder of a Renewable Note
elects not to extend the maturity of such Renewable Note, or any
specified portion thereof, the Spread applicable to such Renewable
note or specified portion thereof shall be 0.15% per annum beginning
on the Interest Reset Date next succeeding the applicable Election
Date until the Stated Maturity Date of such Renewable Note or
specified portion thereof.
