SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZICKLIN LAWRENCE (Last) (First) (Middle) C/O NEUBERGER BERMAN INC. 605 THIRD AVENUE (Street) NEW YORK NY 101583698 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEUBERGER BERMAN INC [ NEU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2003		D		1,180,522(1)	D	(2)	0	D
Common Stock	10/31/2003		D		372,855(3)	D	(2)	0	I	By Zicklin Associates, L.P.(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of pursuant to the terms and provisions of the Agreement and Plan of Merger, dated as of July 21, 2003 (the 'Merger Agreement'), among Lehman Brothers Holdings Inc. ('Lehman'), Ruby Acquisition Company and Neuberger Berman Inc. ('Neuberger Berman'), in exchange for 559,685 shares of Lehman common stock and $11,203,187.21 in cash on October 31, 2003, the effective date of the merger (the 'Effective Date').

2. The closing price of Lehman common stock on the Effective Date was $72.00 per share.

3. Disposed of pursuant to the terms and provisions of the Agreement and Plan of Merger, dated as of July 21, 2003 (the 'Merger Agreement'), among Lehman Brothers Holdings Inc. ('Lehman'), Ruby Acquisition Company and Neuberger Berman Inc. ('Neuberger Berman'), in exchange for 176,770 shares of Lehman common stock and $3,538,432.62 in cash on October 31, 2003, the effective date of the merger (the 'Effective Date').

4. Shares held by Zicklin Associates, L.P. of which Zicklin Associates, Inc. is the sole general partner and 1% owner. The Reporting Person is the sole stockholder of Zicklin Associates, Inc. An ownership interest of 48.51% of Zicklin Associates, L.P. is held by each of The Zicklin 1998 Trust F.B.O. Eric Bruce Zicklin and The Zicklin 1998 Trust F.B.O. Andrea Sidikman of which the Reporting Person does not serve as trustee and the Reporting Person's adult children are the respective beneficiaries. An ownership interest of 0.66% of Zicklin Associates, L.P. is held by each of The Zicklin 1998 Relatives Trust A, The Zicklin1998 Relatives Trust B and The Zicklin 1998 Relatives Trust C of which the Reporting Person does not serve as trustee and the Reporting Person's sister, cousin and brother-in-law are the respective beneficiaries together with each of their spouses and their decendants. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities (except to the extent of his pecuniary interest therein) for purposes of Section 16 or for any other purpose.

Remarks:

	By: Maxine L. Gerson as Attorney-in-fact for	11/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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