Rule 424(b)(2)
Registration Nos. 333-50197
NASD File No. 961029005
Cusip No: 52517PNW7
PRICING SUPPLEMENT NO. 323
Trade Date: June 8, 1998 to Prospectus
Supplement dated May 4, 1998
and Prospectus dated May 4, 1998
LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series E
(Equity Linked Note)
Due from Nine Months to 30 years from Date of Issue
Price to Public: 100.00% Initial Interest Rate: n/a
Commission: .00%
Interest Rate Basis:
( ) Treasury Rate Settlement Date: 6/15/98
( ) LIBOR (1 month) Maturity Date: 10/2/03
( ) Commercial Paper Rate Maximum Interest Rate:______%
( ) Federal Funds Effective Rate Minimum Interest Rate:______%
( ) Prime Rate Spread Multiplier:__________%
(X) Other Spread (+ -) n/a
Index Maturity: n/a
Interest Payment Period: n/a
Interest Reset Period: n/a
Interest Reset Dates: n/a
Underlying Index: The S&P 500 Index
Principal Protection: 100%
Redemption: Non-call life
Participation Rate: 104.95%
Coupon Payment: For each Index Calculation Period, the Note
Buyer will receive a payment (to be made five (5) Business days
following the End Date) calculated as the greater of (i)zero, and
(ii) the result of the following formula:
Par Amount x Participation Rate x (FIV-IIV)
(IIV)
where:
"FIV" means, with respect to each Index Calculation Period, the
average of the closing level of the Underlying Index on each
Index Valuation Date (see table below).
"IIV" means, (i) with respect to the initial Index Calculation
Period, 1117.89; and (ii) with respect to each subsequent Index
Calculation Period, the closing level of the Underlying Index on
the Start Date.
For each Index Calculation Period, the Coupon payment may not
exceed: Par Amount x Participation Rate x Cap Level.
Cap Level: 5% for Index Calculation Period 1; 10% for Index
Calculation Periods 2,3,4,5,6
Index Valuation Dates: For purposes of calculating each Coupon
Payment, the following schedule of dates will be used in order to
reference the closing level of the Underlying Index.
Index Calculation Period
Number
Start Date
End Date
Index valuation Dates
1
6/8/98
9/30/98
7/31/98
8/31/98
9/30/98
2
9/30/98
9/30/99
7/30/99
8/31/99
9/30/99
3
9/30/99
9/29/00
7/31/00
8/31/00
9/29/00
4
9/29/00
9/28/01
7/31/01
8/31/01
9/28/01
5
9/28/01
9/30/02
7/31/02
8/30/02
9/30/02
6
9/30/02
9/26/03
7/31/03
8/29/03
9/26/03
The aggregate principal amount of this offering is $10,000,000
and relates only to Pricing Supplement No. 323. Medium-Term
Notes, Series E are not limited as to a total amount authorized.
To date, including this offering, an aggregate of $15,398,287,688
Medium-Term Notes, Series E has been issued and an aggregate of
$10,768,927,688 is outstanding.
General
The S&P500 Index is published by S&P and is intended to provide
an indication of the pattern of common stock price movement. The
calculation of the value of the S&P500 Index is based on the
relative value of the aggregate market value of the common stocks
of 500 companies as of a particular time as compared to the
aggregate average market value of the common stocks of 500
similar companies during the base period of the years 1941
through 1943. As of August 31, 1997, the 500 companies included
in the S&P500 Index represented approximately 80% of the
aggregate market value of common stocks traded on the NYSE;
however, the 500 companies are not the 500 largest companies
listed on the NYSE and not all 500 companies are listed on such
exchange. As of August 31, 1997, the aggregate market value of
the 500 companies included in the S&P500 Index represented
approximately 75% of the aggregate market value of the United
States domestic public companies. S&P chooses companies for
inclusion in the S&P500 Index with the aim of achieving a
distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of
the NYSE, which S&P uses as an assumed model for the composition
of the total market. Relevant criteria employed by S&P include
the viability of the particular company, the extent to which that
company represents the industry group to which it is assigned,
the extent to which the market price of that company's common
stock is generally responsive to changes in the affairs of the
respective industry and the Market Value and trading activity of
the common stock of that company. As of August 31, 1997, the 500
companies included in the S&P500 Index were divided into 103
individual groups. These individual groups comprised the
following four main groups of companies (with the number of
companies currently included in each group indicated in
parentheses): Industrials (383), Utilities (37), Transportation
(11) and Financial (69). S&P may from time to time, in its sole
discretion, add companies to, or delete companies from, the
S&P500 Index to achieve the objectives stated above.
Computation of the S&P500 Index
S&P currently computes the S&P500 Index as of a particular time
as follows:
1._the market value of each component stock is determined as of
such time;
2._the market value of all component stocks as of such time (as
determined under clause (1) above) are aggregated;
3._the mean average of the market value of each week in the base
period of the years 1941 through 1943 of the common stock of each
company in a group of 500 substantially similar companies is
determined;
4._the mean average market value of all such common stocks over
such base period (as determined under clause (3) above) are
aggregated (such aggregate amount being referred to as the
"Aggregate Base Value");
5._the aggregate market value of all component stocks as of such
time (as determined under clause (2) above) is divided by the
Aggregate Base Value; and
6._the resulting quotient (expressed in decimals) is multiplied
by ten.
While S&P currently employs the above methodology to calculate
the S&P500 Index, no assurance can be given that S&P will not
modify or change such methodology in a manner that may affect the
Note.
S&P adjusts the foregoing formula to negate the effect of changes
in the market value of a component stock that are determined by
S&P to be arbitrary or not due to true market fluctuations. Such
changes may result from such causes as the issuance of stock
dividends, the granting to shareholders of rights to purchase
additional shares of such stock, the purchase thereof by
employees pursuant to employee benefit plans, certain
consolidations and acquisitions, the granting to shareholders of
rights to purchase other securities of the company, the
substitution by S&P of particular component stocks in the S&P500
Index, and other reasons. In all such cases, S&P first
recalculates the aggregate market value of all component stocks
(after taking account of the new market price per share of the
particular component stock of the new number of outstanding
shares therof or both, as the case may be) and then determines
the new Aggregate Base Value in accordance with the following
formula:
old Aggregate Base Value*(new market value/old market value)=new
Aggregate Base Value
The result is that the Aggregate Base Value is adjusted in
proportion to any change in the aggregate market value of all
component stocks resulting from the causes referred to above to
the extent necessary to negate the effects of such causes upon
the S&P500 Index.
Historical Data on the S&P500 Index
The following table sets forth the closing values of the S&P500
Index on the last business day of each year from 1947 through
1997, as published by S&P. The historical experience of the
S&P500 Index should not be taken as an indication of future
performance.
Year End Value of the S&P500 Index
Year
Closing Value
Year
Closing Value
1948
15.20
1973
97.55
1949
16.76
1974
68.56
1950
20.41
1975
90.19
1951
23.77
1976
107.46
1952
26.57
1977
95.10
1953
24.81
1978
96.11
1954
35.98
1979
107.94
1955
45.48
1980
135.76
1956
46.67
1981
122.55
1957
39.99
1982
140.64
1958
55.21
1983
164.93
1959
59.89
1984
167.24
1960
58.11
1985
211.28
1961
71.55
1986
242.17
1962
63.10
1987
247.08
1963
75.02
1988
277.72
1964
84.75
1989
353.40
1965
92.43
1990
330.22
1966
80.33
1991
417.09
1967
96.47
1992
435.71
1968
103.86
1993
466.45
1969
92.06
1994
459.27
1970
92.15
1995
615.93
1971
102.09
1996
740.74
1972
118.05
1997
970.63
Lehman Brothers Holdings Inc.
By:__________________________
Name: Marc Silverman
Title: Treasurer
