August 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
(File No. 333-14791)
Ladies and Gentlemen:
On behalf of Lehman Brothers Holdings Inc., (the "Company"),
submitted in electronic form for filing pursuant to Rule
424(b)(2) under the Securities Act of 1933, as amended, is
Pricing Supplement #254 dated July 31, 1997 relating to the
above-captioned Registration Statement.
Very truly yours,
Marc A. Silverman
Treasurer
