Rule 424(b)(2)
Registration No. 333-75723
PRICING SUPPLEMENT NO. 5 dated May 24, 1999
to Prospectus Supplement dated April 30, 1999
and Prospectus dated April 30, 1999
LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series F
Due Nine Months or More From the Date of Issue
(Fixed Rate)
Cusip No.: 52517PQC8
Principal Amount: $35,000,000
Price to Public: 100.00%
Agent's Commission: 0.350%
Original Issue Date: 06/07/99
Interest Rate Per Annum: 7.125%
Interest Payment Dates: Monthly on the 7th, commencing 07/07/99
Maturity Date: 06/07/14
Call Option: The Issuer has the right to call the issue every two
years at par on or after the first call date. Call notice is 30
calendar days.
First Call Date: 06/07/02
The Agent has purchased the Notes as principal in this transaction
and may resell any of such Notes to another broker/dealer (acting as
principal for the purposes of resale) at a discount, which may vary
from the discount received by the Agent in such transaction.
Lehman Brothers Holdings Inc.
By:________________________
Name: Kathryn M. Bopp Flynn
Title: Senior Vice President
