LEHMAN BROTHERS HOLDINGS INC
8-K, 1998-09-28
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



      Date of Report (date of earliest event reported): September 25, 1998

                          LEHMAN BROTHERS HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                     1-9466                     13-3216325
           (Commission File Number) (IRS Employer Identification No.)


                            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




<PAGE>


Item 5.  Other Events

     On September 25, 1998 Lehman Brothers Holdings Inc. (the "Registrant") 
issued a press release, a copy of which is attached as an exhibit.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibit

The following Exhibit is filed as part of this Report.

         99.1     Press Release




<PAGE>


                                    SIGNATURE



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  Report to be  signed on its  behalf by the
undersigned hereunto duly authorized.


                                         LEHMAN BROTHERS HOLDINGS INC.


                                         By:  /s/ Karen M. Muller
                                         ----------------------
                                              Karen M. Muller
                                              Vice President
                                              
          


Date:  September 28, 1998




<PAGE>



                                  EXHIBIT INDEX



Exhibit No.                         Exhibit

Exhibit 99.1                        Press Release




<PAGE>


                                                             Exhibit 99.1


[GRAPHIC OMITTED]

For Immediate Release                    Media Contact:      William J. Ahearn
                                                             (212) 526-4379


NEW YORK,  September  25, 1998 - Lehman  Brothers  said today  that,  as part of
Standard  & Poor's  change  in  outlook  for  firms  throughout  the  securities
industry,  it is  disappointed  with the  ratings  agency's  decision to put the
Firm's debt ratings on CreditWatch with negative implications.

Earlier this week, the Firm's long-term debt ratings were reaffirmed by Moody's,
with a "stable" outlook.

"While  S&P's  actions  today  clearly  underscore  its  outlook  on the  entire
securities  industry," said Richard S. Fuld,  Jr.,  Chairman and Chief Executive
Officer,  "Lehman Brothers has never been stronger, after four years of building
our businesses, enhancing profitability, and growing our capital base."

Mr. Fuld pointed out that Lehman  Brothers this week reported record earnings of
$662  million  for the first  nine  months  of 1998,  a return on equity of 20%,
stockholders' equity of $5.349 billion, and total capital  (stockholders' equity
and  long-term  debt) of $33.730  billion.  S&P noted that it "continues to have
confidence  in Lehman's  risk  management  capabilities,"  and that its decision
"does not  reflect  concern  over any  particular  balance  sheet  exposures  or
operating  problems." S&P noted that it felt the Firm was more  concentrated  in
investment banking and capital markets activities than other major firms.

Mr.  Fuld  noted  that the Firm was  pleased  that,  given  the  current  market
environment, S&P expressed confidence in the Firm's risk management capabilities
and had no concerns  over  specific  exposures - comments  similar to those made
earlier this week by Moody's.

Lehman  Brothers  is a global  investment  bank  with  leadership  positions  in
corporate  finance,  advisory  services,  municipal finance and fixed income and
equity sales,  trading and research.  Lehman Brothers serves the financial needs
of  corporate,   government  and  institutional   clients,   and  high-net-worth
individuals through offices in major financial centers worldwide.

                                      # # #




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