Rule 424(b)(2)
Registration Nos. 33-62085
NASD File No. 950825005
AMENDED PRICING SUPPLEMENT NO. 4
Dated September 12, 1996 to Prospectus
Supplement dated February 23, 1996
and Prospectus dated October 30, 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, August 15 and at maturity
Pricing to Public: 100%
Agent's Commission: .35% (1)
Original Issue Date: 10/15/93
Interest Rate Per Annum: 4.625% (2)
Maturity Date: 10/15/03
The holder may cause the Company to repurchase the Note in whole or
in part on 10/15/96, by giving written notice from and including
8/13/96 through and including 9/13/96.
(1) If the holder does not cause the Company to repurchase the Note
on 10/15/96, the Company will pay the Agent an additional .275% of
the outstanding face value of the Note.
(2) If the holder does not cause the Company to repurchase the
Note, the Interest Rate Per Annum from 10/15/96 to the Maturity Date
will be 6.76%.
The aggregate principal amount of this offering is $25,000,000 and
relates only to Pricing Supplement No. 4. Medium-Term Notes, Series
E may be issued by the Company in an aggregate principal amount of
up to $6,267,500,000 and, to date, including this offering, an
aggregate of $5,894,800,000 Medium-Term Notes, Series E has been
issued and $3,001,215,000 are outstanding.
SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX DISCLOSURE
As provided in the Proposed Regulations issued by the Treasury
Department on December 21, 1992 relating to the taxation of original
issue discount ("OID") obligations, more fully described in the
section of the Prospectus Supplement to which this Pricing
Supplement relates entitled "Certain United States Federal Income
Tax Consequences", the Note will constitute an Original Issue
Discount Note, with a term of 10 years to Maturity. The amount of
OID under the Note will equal the difference between the issue price
of the Note and its stated redemption price at Maturity. The stated
redemption price at Maturity of the Note is equal to the stated
principal amount of the Note plus all interest payable under the
Note other than Qualified Stated Interest. Under the Note,
Qualified Stated Interest is the amount of all stated interest
payable under the Note as if the rate in effect for the period
beginning 10/15/93 through and including 10/14/96 were the rate in
effect for the entire term of the Note. Consequently, all payments
of stated interest will constitute Qualified Stated Interest to the
extent of interest payable at an annual rate of 4.625%. The accrual
of OID under the Note will depend upon a calculation of the Note's
yield to maturity, and application of the method of accrual set
forth in the Prospectus Supplement to which this Pricing Supplement
relates.
If a United States Holder purchasing the Note on the original
issuance causes the Company to repurchase the Note in whole or in
part in accordance with the terms of such Note, the United States
Holder of the Note will recognize capital loss equal to the
difference between the adjusted issue price of the Note as of the
repurchase date and the payment of principal on that date. United
States Holders purchasing the Note in the secondary market are
advised to consult their own tax advisors as to the tax consequences
of causing the Company to repurchase the Note.
A United States Holder of the Note should refer to the Prospectus
Supplement to which this Pricing Supplement relates for further tax
disclosure with respect to the Note, including information on Backup
Withholding and Information Reporting.
Capitalized terms not otherwise defined herein have the meaning
ascribed to them in the accompanying Prospectus Supplement or
Prospectus.
